Sleeping With Ghosts
by L.MacQ
Summary: Fred's mission is complete. It's time to come home... not that anyone bothered to warn Birkhoff. Sequeal to Statue. Birkhoff/OC Rating subject to change.
1. Ghost Stories

Fred drummed her fingers on the scar that lined her hip. Looking at it in the mirror, it was a rather unimpressive little mark. Only an inch long and pale pink against white skin, she had kind of been hoping for something a bit more…dramatic. As odd as that sounded. A story to tell. Something to make up to make her seem more…alluring. Dangerous. Instead she got a tiny little mark that was rarely noticed by anyone. Especially her targets. Usually they were looking a higher or lower than her hips, so why would they notice? It usually didn't bother her. No big deal. They were just jobs anyway.

Tilting her head, she frowned at it before sliding her skirt up; covering it effectively. She looked at her reflection. Fred pulled a bobby pin out of her pocket and forced a stray _blonde_ bang back. She looked so… normal, in her secretary gear. The moment she left New Zealand she was dying her hair back to black, regardless of what Amanda or Percy said. With a firm bite on her lower lip, she straightened up and braced herself for the phone call that would determine her fate.

_-Meanwhile-_

Birkhoff rubbed his eyes, tilting his head as he watched her smile and turn to her left for what had to be the thousandth time. It had been little over three years since her death and he still watched the tape. Over and over and over again. He had to. He wasn't sure why. Maybe he just wanted to torture himself. Maybe he just wanted to remind himself not to get attached to any one. To keep his distance. A smirk shifted to his lips as she looked at Nikita, beaming and chattering excitedly.

"Who's that?"

Birkhoff slammed his laptop shut and turned to frown at the recruit. "What'd you want?"

Alex quirked a brow. "Old girlfriend?"

"Is there a reason you're here or are you just trying to make it your mission to make my life a living hell?" He snapped, glaring harshly at her as he blushed. After a moment of silence he growled, "Well?"

"Percy wants to see you." She told, turning to leave. He followed her out, locking the door behind him as he shot her a wary look. Alex blinked, tucking a piece of hair behind her ear, "No need to get all touchy about it."

"Whatever."

The young woman watched him storm off before ducking into the computer room. She wasn't sure if she should tell Nikita about this new discovery into Birkhoff personal life, but she supposed it couldn't hurt. And when she did confront the woman about it, Alex didn't receive the reaction she was expecting.

Nikita dropped her gaze and nodded. "Yeah. That's probably Fred."

"Fred?" Alex repeated. "Were they like, together or something?"

"Or something," Her mentor sighed, running a hand through her dark hair passively. "She was a tech head, just like him, before Percy recruited her."

The younger woman tilted her head. "What happened to her?"

"She died on her first mission." Nikita answered vaguely. "Birkhoff and her had a fight the night before. Words were exchanged. I don't think he ever got over it."

"Apparently not. he got all testy and defensive when I asked about her...not that it's easy to tell when Birkhoff's being all broody." She dropped down on the couch next to her. Blue eyes observed her friend's tense state, and Alex asked, "What? What wrong?"

"Nothing." Nikita told her, standing with her usual effortless grace. "She was just a friend, is all."

"Oh. I'm sorry."

"Not your fault."

Alex licked her lips. "Were you and Birkhoff friends?"

"Not really. We had lunch together a few times after Fred died."

"Not like you and Michael?"

Nikita shot her an annoyed glance. "No. Not like me and Michael."

The younger woman nodded and let out a hum of understanding that earned her a scoff. The pair shared a laugh before getting back to the matter at hand.

_-In New Zealand-_

Winifred sighed as she typed away at her keyboard. With her surveillance now complete, she was waiting rather impatiently for orders from Division. She knew they would send her back to headquarters. She just fucking knew it, so when Michael called her, she was far from surprised.

"Hello?"

"Winifred McKellen?"

"Sup Mikey?" She stopped typing to grab a tube of lipgloss out of her desk drawer.

"Don't call me Mikey." He growled over the line. Fred could practically see his scowl darkening as she giggled over the line. "Have you completed your mission?"

"Oh, yes sir," She said snidely, leaning back in her computer chair and spinning idly. She swiped the gloss across her bottom lip. "Have you sent in my request for transfer?"

"Of course." Michael told her smoothly, loving the idea of crushing this particular woman's dreams. "But I'm afraid Percy has decided you would be more of an asset if you were to serve Division here."

Fred snickered. "Right. Well. Any chance I could take a few days off? I reek of mob money and cheap cologne." She smacked her lips together. "It'll take at least a week to scrub it out of my skin."

"I'll talk to Percy about it." His tone changed and she could tell he was becoming distracted. "I gotta go."

With that he hung up on her, leaving her to roll her eyes at his dramatics. Typical Michael. Always had to be the mysterious one. She dropped her phone back on its receiver. "Jerk."

Michael looked over at Birkhoff who was eying him suspiciously. "What?"

"Everything okay, man?"

He nodded tightly, "Fine. Just a particularly…difficult agent."

"Miss Alex still giving you trouble?" The computer expert asked curiously as he dropped into a wheelie chair. It swayed slightly and he began turning in it out of habit. "I thought she was finally straightening up."

"It's not Alex."

A brow quirked over his glasses and Birkhoff stopped to look back to him. "Oh? Who?"

"Don't worry about it." Michael let out a grunt before leaving the room.

Meanwhile, Nikita was rooting through his apartment. So far all she had really learned about Birkhoff was that he was a comic geek and seemed to have little regard for cleanliness. He had nothing of any particular interest or use. At least she thought so until she opened the top drawer to his nightstand. Nikita had expected porn and found something much more intimate.

She sat down on his unmade bed as she stared at the handmade birthday card. A faint smile crossed her lips at the messy hand writing that scrawled _Happy Birthday, B!_ on the front of it. A faint hint of peppermint hit her and made the woman's eyes water. God, she really had to get a grip, Nikita realized, shaking her head. Not bothering to read the inscription she set it gently back in the drawer. This was getting too personal. There was looking for ways to break Division and there was looking for ways to break people.

_**A/N**_: I deleted a couple of stories off my page, they weren't up to my standards, which is scary because I didn't know I had standards. _How To Seduce A Priest_ is getting a reboot, but it might not be back up for a while. Title based off(read: Stolen from) a Placebo song. Just thought you should know. and the actress portraying Fred has been changed too.


	2. Mocking Michael

Birkhoff frowned suspiciously at his superior. "Why?"

"You've been working hard." Percy shrugged, straightening out the breast of his suit. "You deserve a little break. Of course if you don't want it…"

"Oh I want it!" The younger man stood eagerly. His hands out in front of him as if to defend his right to a vacation. "It's just a little sudden, isn't it?"

His boss shrugged. The shoulders of his jacket were so pristinely ironed that they didn't so much as crease from the movement. "A long time coming, I like to think."

Seymour frowned but said nothing beyond, "Thanks," before leaving the computer lab. With his laptop tucked away in a bag, he disappeared from the building.

-_Forty Minutes Later-_

Alex looked over to the elevators as Michael entered with a new recruit. She did a double take. Something about the blonde was… familiar. Of course, this earned her the unwanted attention of the young woman next to her. "Someone you know?"

She looked over at Jaden with a scowl. "No. Why would I know her? She hasn't even been introduced to us yet."

"And apparently she won't be," Jaden commented, watching as Michael ushered her right past them with out so much as a nod of acknowledgement. Her full lips pursed with distaste as she asked, "She's kind of old to be a recruit, isn't she?"

"_Please_," Alex scoffed. "She's maybe twenty five."

"Twenty five is the new forty." The other girl said snidely. With another dismissive glance to the retreating pair, she went back to her free weights.

The pale recruit rolled her eyes. With a more subtle gaze, Alex looked back at Michael's guest. The woman was… pretty. Not as beautiful as Nikita or even Amanda, but she would no doubt get a second glance from any man who looked at her. But that was a common feature among female recruits. Her lips were painted a bright red and a wide friendly smile lit her face up as she seemed to tease Michael, who was looking down at her with distaste.

"Would it kill you to show some restraint, McKellen?"

"It might," She smirked and sent an elbow lightly into his ribs, "I've never tried it before."

He glared at her. She grinned at him. It only brightened when a young woman approached them. Her taunting eyes set on the girl. "And who might this pretty young thing be?"

A smile twitched at the recruit's lips, but she only nodded to the woman. "Hello." She pulled her amusement back to look up at the man next to her. "Michael, I was wondering if you could look over my form?"

"On a body like yours," The woman winked at her, "I'm sure he's looked it over dozens of times." She elbowed him again, this time in the stomach. It earned her a glare from his stormy blue eyes that only pressed her on. "She's too good for you, frowny face."

"Shut up, McKellen." He responded briskly.

"You shut up." She stuck her tongue out at him.

Michael growled at her. "Shouldn't you being getting your head examined?"

She nodded as she waved a hand dismissively. "Yeah, yeah. I can find my own way."

Alex watched with curious eyes as she disappeared down the corridor, a definite sway to her hips. It could've just been in her imagination, but from how tightly her dress hugged her curves, Alex doubted that. "She seems nice."

"She's a pain in my ass." Michael corrected. "McKellen has a way of… distracting, the personnel instead of focusing on her job."

"I can see why," She chuckled. The man did not seem to share her amusement. So she went on casually. "Is she new here? You two seem to have a… history."

Michael's stare darkened at her. "Isn't there something you wanted me to show you?"

"I need help with my positioning."

He nodded. "Come on then…by the way, how's the new apartment holding up?"

Winifred, meanwhile, was passing down the hallways. Everything was exactly the same, she noted with a smirk. Still very bright and very boring. Unsurprising considering who was in charge. Percy was many things, but exciting was not one of them. Scary in the dullest way possible, she thought absently. She paused mid-step. The tech room was only a few doors down from here…and retracing her steps she made her way towards it.

"Going somewhere?"

The blonde deflated at the cold voice before turning to face the woman. Her full lips twisted into a displeased grimace. "Not anymore." She told the woman. A smirk lifted weakly to her lips. "How are you?"

"Fine." Amanda responded in a clipped tone. The very embodiment of professionalism. "Yourself?"

"Good." Winifred swallowed. The redhead had always been a tad intimidating to her. She was just so… cold. Unwavering. The shorter female offered her a false smile before asking, "Let's get this over with so I can get some sleep, yeah?"

A cool smirk crossed the woman's lips and she nodded. "Very well. Let's get this over with."

Fred suppressed a shudder to the best of her abilities and followed Amanda down into the basement.

_-Meanwhile-_

Birkhoff was laying in his bed, staring up at the ceiling with tired eyes. Percy hadn't been kidding. This vacation had been a long time coming. But he had his doubts. A two day leave was a pleasant but suspicious gift. His mind drifted back to Alex. He wondered if she had ratted him out. After all the nosey little recruit had seen him looking at …her. He really should've known better than to look at it at work, it was too busy there. But sometimes the past caught up with him when he least expected it, and he found his mouse drifting over to the file he had tucked away from that day. Closing his eyes he could still see her. The look of betrayal that crossed her face, the flush of shame on her pale cheeks as she tried to pull away from him.

He should've fought harder to hold on.

_-Later that Night-_

Winifred sighed as she reached Birkhoff's secret stomping grounds. She had been assigned to the recruits' sleeping area for the time being, but she felt so out of place there among all the young excited folk… So she had decided to sleep amongst her old companion's hiding quarters. A whimper escaped her throat as she gripped the door knob. She'd never felt so violated in her whole life. Having Amanda press for information she didn't want to give. It was why she wanted to stay in New Zealand. She could get over what Birkhoff had said to her. She more or less had already. She could even get over being put recklessly in the line of fire when she clearly wasn't ready. But she hated having her head examined by that woman. She shivered and opened the door.

The room was basically as she remembered it; small, dark, a distinct smell of aftershave and something else… something musky. A boyish scent. Her nose wrinkled in response to it. A groan escaped her throat and it was then she decided to force Michael into setting her up with the proper accommodations… in the morning, of course. The petite woman fell onto the familiar futon. Her face buried in the cushions, she shuffled weakly until her feet were lifted off the floor. Barely awake, she kicked her shoes off. Fred slept there most of the night.

Then she got up and kicked ass at Mortal Kombat for about three hours before they finally found her. "You're not supposed to be in here."

She glanced over at the scowling man and mimicked his expression mockingly. "Calm down, Mikey, I'm just blowing off some steam… Besides, you didn't honestly expect me to room with the newbs, did you?" She asked, a smile and perked a dark brow on her pale face.

"Why wouldn't I?"

"Because I could totally pwn them." Winifred pointed at him with her toe. Her eyes went back to the screen as his went to the foot. "Now, shut the door while I kick Kano's glowy laser-like _ass_." Her leg kicked out and she whined. Kano was proving to be a worthy foe.

Michael blinked at her. His frown deepened into one of confusion, then relaxed back into his normal one of annoyance. "You're just making up words to get your way now."

"Am not."

"Are too." He adjusted and smoothed the breast of his jacket. "Now. Get dressed and I'll take you to find a new living space."

"One sec, lemme save my game." Fred made quick work of this and beamed at the man across from her. He leered back suspiciously. Her expression softened to a weak smile. "Thanks. For hooking me up with a place so soon, I mean."

His dark eyes still hinted at distrust, but he gave her a quick nod of acknowledgement. "Your welcome, now go get changed."

The bottle blonde did so with a trademark Cheshire grin on her bare lips. Michael squinted at her. He'd never seen her without lipstick before. It was odd and unnatural. He told her such. The smile disappeared as did she.

Alex frowned at her television. She had been thrilled to have a place to herself and now… now she was bored out of her skull. She had shopped, read, watched every DVD she owned… and now she was now watching Oprah.

She had never been more relieved when the phone rang. Even if it was just Michael. "Hello?" The recruit opened another bag of Doritos. Her only salvation at the moment, as she had shopped for everything except groceries.

"Are you at home?"

"Yeah," Alex popped a chip in her mouth and chewed it absently before going on, "Why?"

"I need to drop something off." Michael let out a growl and there was some chattering on the line. "Stop th- no, I will not- we are not stopping _again!"_ More indistinct murmurs before a frustrated, "Because I said so, damn it!" The man grunted before going back to his normal stoic rasp. "Well?"

The young woman paused. Did she really want to spend her afternoon with an agent of Division? She looked at the weeping women on her television screen. Yes. Yes she did. "What's it worth to you?" She asked with a hint of humor.

"I'll bring you food."

"Done." Alex heard the click and dropped her cell phone back on the couch.

In his car, Michael was well aware of the glare Winifred was giving him. "What?" He asked, not taking his eyes off the road, "I thought you liked Alex."

"I do, but I don't like being pawned off on her like I'm some sort of troublesome child." She spread out in the passenger seat. The McDonalds' bag in her lap rustled at the movement of her propping her legs up on the dashboard.

"Troublesome." He repeated, a hint of a smirk on his face. "Big word for you McKellen."

"Glad you noticed." The woman sighed. "Uh. You promised me a place today, Mikey."

"It's not my fault the realtor got a better offer. I'm going to sort it out," _but there's no way in hell I'm sorting it out with you present_, he thought to himself.

"Hm. So… what am I to do at Alex's?" She shot him a crooked smile. "Besides, you know, prank call Birkhoff and ask her the intimate details of her personal life."

"Birkhoff is off limits." Michael reminded her firmly.

"No. Birkhoff is off limits to recruits, I," She smirked. She loved the chance to correct Michael. "Am not a recruit. I am an agent."

"You know how Division feels about fraternization."

"Yeah, like you and Nikita?"

His eyes went to her and she shot him a falsely shocked face. She mocked him. _She was always mocking him_. "That was different." He said emotionlessly. "You should learn from my mistakes."

Fred's eyes softened at him. "Having feelings for someone isn't a mistake, Mikey, it just _is_. It's not like it can be helped." She slapped him on the shoulder. "That being said, if I did decide to fuck B, and I'm not saying I will, or I won't, or have or haven't…" She licked her teeth and tilted her head, "You gonna rat us out?"

Michael stayed silent on the matter, instead saying, "We're here." He opened the car door, and she did the same. Blue eyes rose to look up at the apartment complex. The neighborhood was fairly nice, but this particular structure seemed… off putting somehow. _Probably just nerves_, she reasoned and followed Michael inside. The elevator ride was long and did little to ease her apprehension.

"Why so on edge, McKellen?" Michael smirked at the frown she shot him. "I thought you liked meeting new people."

The blonde said nothing, just stepped out of the small space as a bell dinged. His eyes dropped to her back. The jacket she was wearing was tight around her ribs. Nothing special really, but it's embroidery that caught his attention.

"_Hit it like a champ?" _He read aloud, disgust ever present in his voice_._ "Christ, Winifred just when I thought you were-"

"Yeah, yeah," She waved her hand passively and kept walking. "Which door is it?"

"Forty eight." He answered, pressing the close door button inside the elevator. "Behave."

"Wait, what?" She spun around to face him as they slid shut. Her McDonalds' bag bounced off the metal doors with a humorless clang, and she muttered. "Son of a bitch."

The woman stared back at her reflection in the door. Her blonde hair(which oddly was more natural looking than her preferred black) was messed up and she primped it half heartedly before wishing she had chosen another outfit. A pleather blue jacket and zebra striped stockings, really? How had Amanda allowed her out of Division looking so much like… Like _herself_, she thought bitterly and pulled her short pvc-vinyl skirt down. It barely grazed mid-thigh. Dismissing it, she leaned forward and looked at her face. With a few flicks of her fingers, the bangs were back in their proper place and her made up eyes were smudge free. Then she straightened up, and marched toward her new friend's door.

_**A/N**_**:** A big part of the humor in the next chapter is just mercilessly embarrassing to poor sweet little Alex and of course, mocking Michael. I loved writing it.


	3. Poor Alex

Two harsh knocks roused Alex from her fog. She had more or less been sucked into the episode of Oprah she had been watching. Somehow the story of these two women who had been saved by their pet parakeet was just too endearing to turn off. A blush of shame crossed her cheeks and she stood from the couch. Her eyes went back to the television a moment before she strayed toward the door.

When she opened it she was surprised to find a familiar, if disinterested, looking woman leaning in her door way. Her eyes were lined with thick kohl and her lips were brightly painted. Both were smiling at her. "What up, pussycat?"

"Uh…" Alex blinked. Now _this_ was a surprise. Even though, she supposed it shouldn't have been… who else could get Michael so riled up? Alex nodded her greeting. "Hi. Did… can I help you?"

"You don't remember me?" The shorter blonde shrugged, "That's cool. We were never formally introduced." She shot her a charming smile and offered her hand. "I'm Fred."

"Alex." The younger said apprehensively. But she took her hand regardless. "You're who Michael wanted me to watch? I mean, I thought you were an agent."

Fred gave her hand a pump. "I am, but Michael doesn't like to get his hands dirty and I'm like a mud puddle."

"Okay…"

"I'm too much fun for a square like him to handle."

Alex smirked. She could see that. "I bet. Well, come on-"

"Hey, Alex." A voice joined them and the girls turned to find a young man coming out a close by apartment door. A wicked grin crossed Fred's face and she quickly turned to Alex. _Oh my god,_ she mouthed, pointing over her shoulder. Alex glared at her, but the woman did not desist. _So cute_. She quickly spun back around as the young neighbor approached them. Alex grit her teeth. Fred offered her an innocent quirk of the lips.

"Hey," He smirked at the new comer before looking at his neighbor. "Good to know you actually has friends."

"Yeah… Nathan, this is Fred." Alex put her hand on the woman's shoulder, "Fred this is Nathan."

"Nice to meet you," He offered his hand.

It was shook with a tautly pulled smile. "Likewise. So." She pulled back, looking between the two with a knowing glare, "Where is a handsome, young… single?" she asked curiously, dark brows raised. Nathan nodded, albeit with a slight flush. It was nothing compared to Alex's. Fred ignored both these things, going on as if she hadn't even noticed, "Man like yourself off to all by your lonesome, Nathan?

He chuckled. "I was just going to grab a pizza."

"Really? Huh." A wide smile stretched across Fred's face and she looked over to Alex. The younger woman shook her head, a subtle but panicked gesture. "Because we were just saying how we needed to grab some grub."

"Really?" Nathan asked. His brow cocked as he gestured to her hand. "Because you look like you got that covered."

She looked down at her McDonalds bag and smirked. "That's because _I_ do… unfortunately, I'm a shitty friend," the petite woman admitted dramatically, put her hands on her chest. She went on woefully earning a snicker from the man and a throat clearing from the woman next to her. "And forgot to bring extra for this," Her arm went to Alex who blushed as Nathan's attentions landed on her. Fred went on smiling and talking her acquaintance up. "Beautiful, young, single lady to my left here." The brunette pursed her lips and looked to the recruit. Her eyes sparkled with mischief. Alex's sparkled with dread. Fred dismissed this. "So, think you could do a stranger a solid and take my little friend here out?"

Alex was flushed. She was so embarrassed she could hardly breathe. She looked desperately at the agent. "I really don't think-"

"I think I could do that." Nathan stepped in, a sly grin on his face.

"Really?" The women chorused. Alex in disbelief, Winifred with glee. The former snapped out of it and was the first to respond. "You really don't need to do that… my friend has a way of letting her mouth get the better of her." She shot Fred a pointed look. It went unnoticed.

"Look, _Lexi_," Fred stepped in front of her. With her back she winked at her companion. "I was just gonna eat my food and crash on your couch anyway. Besides," She brushed some of Alex's bangs from the girl's eyes, much to the other's horror and confusion. Her hands fell onto her shoulders and she gave them a comforting squeeze. "You've been working too hard lately. And I know better than anyone what happened when you let your job take over your life."

Alex felt her defenses fall. She did need a bit of a break… and really how much trouble could this…eccentric, woman get into? She _was_ a Division agent after all. She didn't need a babysitter. Her gaze drifted over to Nathan, who was watching her with soft eyes and an amused smile. Finally she nodded. "Okay. I'll get my coat."

"I'll join you. Romeo," Fred pointed a mockingly stern finger at him, "Guard the doors."

"Yes m'am."

The girls disappeared back into the apartment and as soon as the door closed, Alex rounded on her. "I cannot believe you would do something so… so …"

"Sleazy? Rude? Impulsive? Fun? Nice? Pick a verb, Lexi."

"Stop calling me that!" Alex flushed again and moved quickly around the apartment. "What were you thinking?"

Winifred shrugged. "Your hot, he's hot. You both like each other. I thought…huh, these two have a lot of cute coupling potential. They should go get pizza together so I can sleep on a couch that doesn't smell like dude."

"I just…" Alex let out a heaving sigh. "I told Michael-"

"I won't tell if you won't." The woman offered smiling. "How long've you been an agent?"

"A few weeks."

Fred blinked passively at her. "Hm."

"What?" Alex asked with a high brow.

"And you haven't hit up the cute neighbor boy because…"

"Because Division doesn't allow relationships."

"Yeah," McKellen sighed wistfully. "But that doesn't mean you can't have a little fun with the guy. Hang out. Fornicate."

"You're disgusting." Alex snapped at her. She shrugged on her coat with pursed lips.

"And apparently you're a prude." Fred told her. The tone she used made it sound as if she was stating some trivial fact and all she got for it was a huff in return.

"House rules." The younger woman held a finger up. "One, no loud music, the landlord doesn't like that."

"Done." Fred nodded.

"Two, you dirty a dish, you clean it."

She rustled her McDonalds bag. "No need for dishes."

"Three, no leaving the apartment, under any circumstances." Alex said firmly. The woman pouted at her. "Promise me."

"Fine, I promise I won't leave your stupid apartment."

Alex nodded. "Good. Now. I should be back within the hour." Offering the shorter woman a smirk, she told her coyly, "Don't break anything."

"Yes, m'am." Fred saluted her. "I will not make a sound, I will not dirty a dish, I shall not pass, and I won't break any of your precious shit, alright? Now go get your freak on with the hot neighbor boy." She slapped the nervous girl's arm with the paper bag, "My fries are getting cold."

The younger woman went to leave when she spoke again, "Hold up!" Fred reached into her pockets and pulled out a brown leather wallet. She popped it open to find Michael's driver's license looking back at her sternly, but ignored it. "Can you do me a huge favor?"

"Uh- I guess." Alex swallowed nervously, "It's not like, a sex thing or anything is it?"

Winifred blinked at her. Her light eyes shifted into a condescending glare before she told her. "No. I need hair dye. Black hair dye. Like, two bottles of it." She held out a fifty dollar bill. "Is this a task you can accomplish for me?"

Alex reached for it warily. "I suppose."

"I'll let you keep the change."

"Okay." The bill was plucked from her grasp.

Fred watched Alex leave with an innocent smile. She even offered the nervous recruit a little wave as Nathan came into view. He raised his own hand in response. When he was out of sight, the supposedly grown woman shot Alex a double thumbs up. The girl scoffed at her and left.

A wicked smirk crossed Winifred's lips and she sauntered into the living area. With a groan she dropped onto the couch. It was considerably more comfortable than Birkhoff's futon, and for a moment she was certain she would drift off to sleep. Then she realized she was still holding onto her bag of food and set upon its contents like a ravenous wolf sets upon a Disney character.

What seemed like only moments later, the bag was empty and she was stuffed. Her head dropped back onto the arm rest. So comfy. So freakishly comfy. Her eyes had just drifted shut and the bag had just fallen from her hand when a phone rang. A groan slipped from painted lips and begrudgingly, the agent stood. It took her a few seconds to find, and when she did find the cellular device it was in the most peculiar of places. Taped to the underside of Alex's coffee table.

"Huh." Fred quirked a brow as she crouched down. Pulling it off, she muttered to herself, "Weird chick." It was a normal flip phone and the woman had no qualms about answering it. "Hello?"

Dead air.

"Hello?" She sang. "Anybody there?" Nothing. She huffed. "_Rude_." Winifred scalded, and clicked it closed.

Nikita stared at the phone in her hand. No. It couldn't be. There was no way… she was imagining things. With a horse chuckle of disbelief, the lithe woman tucked her phone away. Probably because Alex had brought her up the other day. Yeah… that had to be it. An audio hallucination. Shaking it off, her mind slipped to more pressing matters than a possible psychotic episode; where was Alex?

**A/N:** Poor Alex.


	4. Hottie v Hottie

"Is this really necessary?"

Percy glanced at the younger man. Michael's face was in its typical scowl, unsurprisingly, but he _was_ surprised by the man's concern. "What? Too much?"

"I just don't see the point of…" He gestured to the bustle of men scouring the apartment, "all this. McKellen doesn't seem the sabotage type."

"Well, neither did Nikita." Percy told him with an air of superiority that told the agent his word was law. "And I'm not taking any chances. McKellen is a disgruntled Division employee, not to mention was in rather close partnership with our rogue."

_And Birkhoff!_ His mind shouted, but Michael only nodded. His lips pursed, he cleared his throat. "How much longer will you need?"

"The cameras should be operational within the next few hours." Percy's cold blue eyes shone with an emotion Michael couldn't place. Was that pride? Glee? Whatever it was it was unnerving. "I do hope you're right about McKellen, Michael. Should anything happen to her…" His piercing gaze seemed to gleam in the brightly lit room, "It would truly be a loss for some of Division's oldest assets. Birkhoff." So he did remember. "Even you, I imagine. Not to mention how it could affect Nikita."

Swallowing the younger man paused. He knew a threat when he heard it. He swept his eyes over the apartment. Before turning back to Percy. "I can give you a few more hours."

"That's all I ask." His boss said with a smirk. "Just a few more hours."

Meanwhile, Fred was lounging around Alex's apartment. One foot rested on the coffee table, the other on the armrest. Her small body was slumped back on the comfy, cushiony couch. Heaven. She decided. This couch, was most certainly heaven. Every ache from the futon had all but evaporated from her back, neck and shoulders.

Life was good. Winifred had cartoons on the television, a bag of Doritos resting on her belly and a bottle of hair dye was, quite possibly, on the way. Yes. Life was good. Only one thing could make this better. She pulled out her cell phone, and a scrap of paper from her back pocket. There were some benefits of bunking in a room with a computer that held every Division employee's personal information. With a devious snicker, she punched in the phone number.

It rang once. Twice. Then… "Hello?"

A squeak rose in Fred's throat, but she ever so calmly replied. "Hello. How are you?"

"Uh- fine," Birkhoff faltered. He knew that voice. How did he know that voice? "Who's asking?"

"Aw, you don't remember me?" Winifred asked, all but purring into the receiver. Absently, she curled her blonde –soon to be black- hair around her finger. "I'm hurt, Seymour, I really am."

"Who is this?" He demanded. But some fear had crept into his tone, as well as a fair bit of confusion. "Well? Who the hell is this?"

Winifred chuckled. "Just an old friend."

A beat of silence. It didn't _sound_ like Nikita. Birkhoff huffed. With a grunt he leaned back into his computer chair. A smirk rose to his lips and he decided to play along. "Don't I get a hint?"

"Think…" The woman felt a wicked smile rise on her lips, and she finished her thought, "Kinky."

His eyebrow perked over his glasses. "Kinky, huh?" His smirk widened and he swayed in his chair. "How about a name?"

"How about _no_, B."

Birkhoff felt his heart skip a beat. "Who is this?" He repeated with a scowl. "_Who the fuck is this?" _

"Bye, bye Birkhoff." Fred said with a smile. She clicked the end call button and turned her phone off. A small wave of guilt passed through her stomach before a much large one of smug satisfaction flooded her heart. Yes. Life was good. She had her cartoons, her –well, Alex's- super comfy couch and now she had Birkhoff suffering from paranoid delusions of paranormal activity. Or at the very least a sudden onset of schizophrenia. A pleased sigh escaped her throat and she sunk lower into the cushions.

Meanwhile, Seymour was staring at his phone. Slamming it down next to his keyboard, he took to his computer to track down whoever the hell had decided to fuck with him. After a few minutes, he grunted. His rage was beginning to boil down to a simmer. Who had called? Why? Nikita was a likely candidate, as most of the new recruits had never met Winifred, much less heard her personal pet names for him. But somehow this didn't seem like something up Nikita's alley. It was too… obscure. Nikita was all about direction, and that direction was pointed at whatever would bring down Division. Taunting Seymour wouldn't bring down Division. Might distract him, but not enough to- A beep. He looked at his computer screen and growled. _Connection Not Found_. "Goddamn it." He muttered, typing in a new search. If he couldn't fish for the phone's signal, he could search for the closest cell tower. Again moments past and he couldn't stop his leg as it bounced anxiously up and down next to him.

Then the phone rang again. He all but snatched it from the desk. "Hello?"

"Hiya."

"Who _is_ this?"

"Just an old friend." The voice, husky, feminine and painstakingly familiar, purred. Fred twisted a blonde strand of hair between her fingers. "You'll find out soon enough… I'm sure Amanda and Percy are planning some way to usher me back into your life without making it seem like the warped betrayal it was."

Birkhoff was quiet on the other end of the line. What the hell was she talking about? What betrayal? "What do you want?"

"To bury the hatchet." The woman told him, and honestly, she meant it. She didn't want to come back to Division with any knifes aiming for her back. She wanted a clean slate… although she still intended to make him beg for forgiveness when she saw him in person. Fred smirked. "I missed you. Even if you are a total bastard."

"What the hell are you talking about?" he asked lowly. His voice was weak over the line, and his gaze was still on the flickering signals on his screen. "What does this have to do with Fred?"

Winifred shook her head. Wow. They really hadn't told him yet. Sad. "Everything, I guess. We'll talk about it soon enough. Goodbye, Seymour."

Yet again, the man hesitated, but when he realized he wasn't going to get a lock on the cell tower. Untraceable phone. Smart. A Division trick. Finally he told her, "Goodbye."

She smirked in victory and once again hung up. "Damn. I am _awesome_," Fred said aloud, as if she weren't sitting alone in a big empty apartment. She was still wearing a wide, pleased smirk on her painted lips when the front door opened. Calling over her shoulder, the woman didn't look away from the screen. "State your business."

"Oh, hey Fred." Alex crossed over to her. Her head was down, a blush on her cheeks. It only darkened when she realized Winifred was staring knowingly at her. Dark brows high under light bangs when something dawned on her. "Oh, crap."

The other woman beamed with glee. "You forgot the hair dye, didn't you?"

Alex rubbed the back of her neck. "Yeah, sorry."

"No biggie. I can make Mike pick some up for me…besides," Struggling, the short agent managed to force herself from the couch's alluring warmth. "I didn't really want the dye."

The brunette blinked as she dropped her keys on the table. "But, you asked…"

"Yes. You see if the date had been bad, you would've looked for an out- like having to pick up your wonderful friend's hair dye. If the date had gone good, which, by the look of you, it did, you would've forgotten all about it." Fred winked and pointed a finger at her. "Which you did."

Desperate to change the subject, Alex looked at the television. Her eyes twinkled in amusement, "What're you watching?"

"An American Tail." Fred answered, not missing a beat, "Where's my thank you?"

Light blue eyes narrowed at the eccentric woman. "Why should I thank you?"

"Because I hooked you up with the hottie neighbor, why else?"

The senior agent shrugged and patted the seat next to her on the uber comfortably couch. "Come, child, sit down. We can gossip about Michael and the neighbor and maybe Birkhoff if we have the time."

"Birkhoff?" Alex asked with a cocked brow. "Why Birkhoff?"

"Hey." Fred pointed a finger at her, a scowl on her pretty sharp features, "You have your preferred hottie and I have mine."

The younger girl's jaw dropped. "Birkhoff? You think he's-"

"Yes." A firm nod. "He's _my_ hottie, just as Nathan is _your_ hottie. Now… how'd the date go?"

Alex recovered quickly. A grin formed on her lips, and she took a seat next to her. "Well-" A guarded look crossed over her features, "I thought Division agents were supposed to date."

"We're not." The smile on Winifred's face was down right wicked. "That's what makes it so kinky. Continue with your story."

The girl continued to frown. "You're not gonna rat on me, are you?"

"Me?" A dark brow arched highly under blonde bangs. "Do I seem like the rat type to you?"

With a moment's hesitation, the young agent set about telling her about the time she and Nathan shared, all while wondering just what had happened between the blonde in front of her and the secluded computer geek.

Winifred, on the other hand was only half listening to the enthralling story of the love blooming between this modern day Juliet and her Romeo. The other half of her mind was focused on her secret little phone. But that could be brought up later. Instead of mentioning it, she smiled and let the girl have her fun prattling on.


	5. Liar Liar

"It's about freaking time, Michael."

The agent rolled his eyes as the petite blonde met him at the door; arms crossed and a scowl on her face, he knew he was going to be getting an ear full on the ride home about the importance of promptness in the work place. _Again_.

He fucking hated that lecture. "Sorry, McKellen." He shot her a mocking smile, "I know how much you hate being kept waiting."

"I don't hate being kept waiting. I hate being homeless." She frowned a moment. She had been homeless before. It wasn't a good look for her. It only lasted a second before she smiled with false warmth at him, "There's a difference, Mikey."

Michael blinked uneasily at her sudden change in mood, but said nothing of it. If there was one thing Fred wasn't, it was stable. He pursed his lips. "Hm. Well, we ought to get going then."

She nodded, her long blonde curls bouncing as she did, and held up a finger. "One sec, I gotta move Alex."

"Move Alex?" Michael repeated. He followed her in to the apartment silently. It was dark, the only light coming from the glare of the television. A movie was playing, one that his daughter had watched many times, and he dropped his gaze.

"Why are you watching that?" His eyes landed on the sleeping Alex.

"Because, evidently, Alex had no childhood." Winifred grabbed a blanket off the back of the couch and draped it over the young woman's sleeping form. "Wanna help me move 'er?"

Michael rolled his eyes. "Leave her there."

"Okay. Should I leave, like a note or-"

"McKellen." He said firmly. She glanced over to him curiously. He went on, "She's an adult. She'll be fine."

Winifred looked doubtful, but nodded. "Okie dokie. But if she freaks, you're dealing with it." Tucking her hands into her jacket pockets, she asked, "So. What're my new digs like?"

Michael blinked at her a moment. She looked so damn trusting… But he tried to lie to her regardless. "Nice. Secure. _Private_."

The woman didn't missed the way he edged his tone with caution on the final word, but didn't comment on it. She knew a warning when she heard one, and she appreciated it. A smile quirked at her lips, she nodded. "Great. Lead the way, sir."

The senior agent frowned at her change in demeanor, but once again thought nothing of it. "Come on. We're wasting time here."

With one more look in the direction of the dozing girl, Fred followed him out of the apartment.

Her own would turn out to be rather interesting. It was of moderate size, furnished with brightly colored, mismatched sofas and chairs. Even the walls were an almost neon yellow and green scheme.

She freakin' loved it. "Oh, Michael," She whispered, looking around in awe. He smirked, pleased with himself as she went on. "You did _so_ good, man."

"Glad you find it accommodating."

"_So_ accommodating." The blonde whispered, running her hand over one of the plush couch's arms. She fell on to it.

Ignoring the sight of her dangling, scantily clad, legs, Michael went on explaining the rules of the apartment and what being an agent meant. She had heard the speech before and tuned it out effectively. The man was more than fifteen minutes into the talk(Fred had more rules than most recruits had) he realized she was asleep. With a sigh, he retrieved a comforter from her bed and threw it over her.

When it landed haphazardly, he paused, fixed it and left without looking back.

The next day, Birkhoff was back at work. His replacement seemed surprised, but when the head computer genius growled at him to leave, he obeyed spinelessly.

Now Seymour sat at _his_ desk, typing furiously in to his keyboard, the words blurring on the screen. He had gotten no sleep the previous night. It had to have been her. It had to have been Fred. No one would bother to dredge up the past but her. To use his nickname but her. To call him, but her. His dark brown eyes glared at the screen. Now he just had to find out where she was. What she was doing.

"Birkhoff."

He ignored Percy.

"You still have two vacation days."

"You lied to me."

The older man stiffened momentarily. He beckoned for the other hackers to leave, and they did so wordlessly. Birkhoff didn't even notice. "Now what would make you say that?" His boss asked, tilting his head curiously to look at the screen in front of him.

"Winifred Joyce McKellen. Born January 7th, 1988, died June 12th, 2008." He spun in his computer chair to face his boss. His lips were pursed tightly and his eyes shone up at the man with malice. "But that last part's not true, is it?"

"Birkhoff-"

"Is it?"

With a sigh, Percy admitted, "No. It's not true."

"How could you?" The younger man glared up at him with hateful eyes. "I did everything you asked. I rejected her. I lied to her. Hell, I even let you have her but you still lied to me about _this_? Why?"

"Because I knew you would overreact."

With a scoff, the geek repeated, "Overreact?"

"So what if your little girlfriend is alive? It doesn't change anything. She still hates you." Percy shrugged indifferently. "Only difference is, she hated you on another continent. Big deal."

"Where is she?" The question was low, bitter on Birkhoff's tongue. This was all like one pill too large to swallow; caught in his throat and making his chest ache.

"Around." The man told him cryptically. "Don't worry about it. You'll be seeing her soon enough."

Although his dark eyes remained icy, his shoulders relaxed from their tense position. Percy smirked at this. "Aw. How cute. After all these years Birkhoff's still got a little crush."

Not denying it, the man in question stood. With a shake of his head, he clenched his jaw. "When can I see her?"

"Soon enough."

With nothing else to ask, Seymour left the man, not realizing he had just made the object of his affections a very valuable gambling chip. He passed through the halls silently. Unnoticed by anyone around him, he slipped into his private quarters. He glanced around it, it was almost as big as his apartment, and slowly made his way over to the futon.

Falling onto it, Birkhoff took a deep breathe, trying to calm his mind. This was made almost impossible as the scent of peppermint wafted through his nose and his tired eyes blinked only once in recognition before the sleep he so desperately needed swept him away.

The next morning, or rather afternoon(he still had two vacation days, and by god he was going to use them), Birkhoff made a shocking discovery.

Sonya Blade was now in his top players box.

His eyes widened behind his glasses and he leaned forward whispering, "What the fuck?"

He jumped to his feet. "_Sonya Blade_?" He looked to the ceiling, bellowing, "_SONYA BLADE?"  
><em>

_**A/n**_: Sorry it's so short and sorry for the long wait. Life has been hectic. I suck I know.


	6. Outings

Fred slowly rose a spoonful of cereal towards her mouth. She missed the first time, but to her credit, it was rather hard to look away from the television screen when _Supernatural_ was on. Honestly. Where did they get these guys? It was like an hour long GQ ad… with monsters. Her wide, blue eyes never leaving the screen, she finished her corn flakes. The show all too quickly came to a close, and the young woman now found herself, slouched in her chair, in her underpants, with nothing to do.

So naturally she called up her only acquaintance in town. It rang once. Twice. "Hello?"

"Hey, Lexi, what's up?"

"Fred?"

"The one and only." The blonde tapped her spoon on the edge of her bowl. "What's up?"

"Um, nothing," the young woman replied with confusion. "Can I help you with something or…"

Winifred sighed. "No. I'm just bored. Are you doing anything tonight?"

"Uh, I don't know. I might have an assignment, but I haven't been contacted yet."

"Really? Wanna hit the town with me, kid?"

Alex bit her lip and looked to her mentor for support. The woman stared back with blank, hard eyes. The cell phone was on speaker. Nikita had heard the whole thing. With pursed lips, she nodded.

"I guess that would be fine." Alex said loudly, letting the words echo around the barren apartment.

"Great! I'll meet you at your place in an hour, 'kay?"

Nikita stood gracefully. Swift feet carried her over to the coat rack, where she pulled her jacket on before leaving the apartment without so much as a nod goodbye to Alex. The girl sighed mournfully as she watched her go. She knew that Nikita would take Fred's return badly, but… she had expected some sort of snap. Not a frown and a quick exit.

"Yeah." Alex closed her eyes, "I'll see you then."

Winifred clicked her tongue. The girl was acting odd. But then, who wouldn't if a total stranger called you out of the blue? Well. _Practically_ a stranger. "I'll see ya in a bit, Lexi. Chin up."

With nothing more to say, the woman clicked her phone shut and tossed it on to the couch cushions. She groaned lowly and pulled herself from the thinly lined globe chair. It was pretty, but it was a bitch to get out of. She cracked her back, and neck before sauntering casually over the kitchen counter top. She stared at the ring of keys that sat there a moment. Michael had told her all her belongings had been moved to a small storage unit a few blocks away the previous night. Or rather, the message he left on her phone, told her that all her belongings had been moved there, along with an address and a unit number(36). He knew every aspect of her life, and these keys were proof of that. Every step planned, every rock unturned. She frowned and took them in her hand. Licking her lips absently, she tucked them into her pocket and left 'her' apartment.

Alex had to admit, as she got ready to go out, she was excited. She rolled the pink lipstick over her plush lips with a smile twitching at them. She had never gone out with any one from Division before… on a social level at least. And from what she had learned the night before, Fred was a nice, albeit strange, young woman… it might be fun to spend an evening with someone who didn't look oddly at Alex for say, taking down a guy twice her size. Or carrying a gun. Or living under an alias. She grinned and snatched her purse off the counter as the door bell rang.

"Just a second!"

Winifred pursed her lips slightly and rocked on her zebra stripped high heels. She had been pleased to find that most, if not all, of her wardrobe had been packed and sent back to the States. She leaned against the doorframe as it opened.

"Hey, come on in," Alex told her with a smile, "I just need to grab my keys."

"Take your time, sweets." Fred smirked at her, "Love the dress."

Alex blushed slightly; the dress was a simple, knee length black one that flared at the hips. It was lovely, but in comparison to her comrade's tight pink cheetah-print one, rather subdue. "Thanks."

The woman shrugged and dropped onto the couch. "So, I figured we'd grab dinner, maybe hit a club or something." She glanced over at the brunette as she disappeared into her bedroom. "Unless you had other ideas?"

"No!" Alex called back, grabbing her lipstick, keys and cell phones and shoving them in her purse. "Dinner sounds great."

Winifred nodded to herself. _Great. Now I just have to figure out a way to bring up the phone_. She thought with a sigh as her head rolled back onto the couch. It hadn't taken her long to think Alex might be some sort of narc, but if the kid was, Fred wasn't too bothered by it. She liked the girl, and frankly, she knew better than rat out a fellow recruit. They were all in the same boat, and if this kid was brave enough to try and saved them from sinking in it… well. She wasn't gonna drown her before she got the chance, so to speak. But the matter of the secret phone still had to be brought up, if only to warn Alex that Fred knew… and maybe to hold it over her head and taunt her with it.

The young women stepped out of her bedroom, and the two were on there way.

The first restaurant they went to was French and had a dress code, that apparently Winifred's dress did not meet, so they were forced to leave.

"Sorry 'bout that," The blonde smiled weakly. "Didn't really think the outfit through."

Alex shrugged, a small smirk playing on her lips. "It's okay. There are plenty of other places in town. How about Thai?"

"I'm down with Thai. So how long've you been with the big D?"

"A couple months."

Dark brows rose behind light bangs. "And you're already an agent? Way to go, kiddo."

"It's no big deal." Alex flushed slightly. "I heard you only took a couple weeks to be promoted to agent."

Fred snorted. "That was _different_. I wasn't shipped out to kill people, I was shipped out to do long term recon. I didn't even have to carry a _gun_."

"Really?" Alex's eyes widened and she glanced away from the road a moment. "But how- why? I mean if there was more experienced recruits, I mean no offense but-"

"They needed someone with tech skills. I was the most qualified, considering I'm, you know, a tech head by trade." The blonde glanced out the car's window. "Amanda said they could use someone with my _skills_. That my optimistic," she tilted her head to look at Alex with a sly grin on her painted red lips, "some would say _obnoxious_, attitude wouldn't be a hindrance in my assignment, because they needed a people person."

The brunette stopped at a red light. They stared at each other a moment before Alex asked, "And how does Birkhoff factor in to all this exactly?"

"He doesn't."

"Not even a little?" Alex asked doubtfully. "I thought he was your_ preferred hottie_."

"I… it doesn't matter. Look don't touch, right? That's our golden rule. And he followed it to a T. _T for tramp_." She muttered under her breathe.

"What?"

"Doesn't matter. Green light!"

The younger girl shot her a long, hard look before driving off into the night. Unsurprisingly, conversation seemed to dwindle from that point on. Between Fred trying to think of a way to bring up the phone, and Alex trying to think of a way to bring up Nikita, the pair were all but silent as they were seated at the restaurant. They chatted idely about the menu, the atmosphere, before Alex gathered up the courage and finally bit the bullet.

Licking her lips, the girl asked "Is it true… that you knew Nikita?"

The woman across from her looked down at her glass, a soft, almost nostalgic smile spreading over her lips. "Yeah." She nodded, took a sip of her water, and admitted, "I knew Nikki."

"What was she like?" Resting her cheek casually on her palm, Alex hoped she wasn't coming off too eager as she look at the woman across from her with bright, interested eyes.

"Strong. Smart. Brave." The smile faded slightly, "Braver than I was. Am. Whatever."

"You sound like you were close."

"We were. But even if she was still with Division she would probably hate me now."

Alex tilted her head. "Why?"

"I faked my death. I thought I had an out, but… Percy was just using me in a new way." Fred shook her head, blonde curls bouncing over her dress's bright straps. "Any way, Nikki wouldn't stand for that kinda shit. She was loyal to a fault. Is. Whatever." She looked down at her glass a moment. Then up at Alex, curiously. "Are you old enough to drink yet?

"Uh, no, I'm not."

"Damn, that sucks." Fred sighed before a smirk rose to her lips. "I expect this will stay between us."

"Oh?" Alex lifted a brow, unsure of herself now. "And why is that?"

"Because I found your secret phone."

The young woman blanched, her back going pin straight. "What?"

"Your phone," The blonde repeated with an almost bored edge in her husky voice. "The one under the coffee table, I found it.'

"You went through my stuff?" Alex snapped with disgust.

"_No_. It rang, I answered it. I think I know who was on the other line. But I won't squeal on you. But it's none of my business and frankly I don't care." Winifred leaned back in the booth's cushions. "We all have our lies. Now we just get to share one."

"Are you threatening me?" The Russian agent asked with narrow eyes.

"No. I'm blackmailing you, but only because you'd do the same to me in a heart beat." A blue eye winked at her. "It's why I like you so much. You're just as shady as I am, Lexi."

Alex frowned, almost sadly. The woman across from her was unsure whether or not it was a rouse.

"I thought we were friends."

"We are." Fred assured her.

"Then why-"

"You know how you know we are?" She interrupted, much to Alex's annoyance. "Because instead of telling Michael, I kept my mouth shut. I just got back. I don't want to start trouble. Unless it's dirty trouble and involves various members of the computer squad but… you don't really fit that criteria, do you, Lexi?"

"Thanks." Alex blinked at the woman. "…I think."

"You're welcome. Now come on, let's eat."

The pair smiled at each other and ordered their dinner. The rest of the night was spent in considerably better spirits, and while Alex was wary of this new development in their relationship, she knew that Fred would make an… interesting addition to her life.

_**A/N**_: If you are a **Supernatural** fan, I have a couple fics uploaded on my other profile. It's called _**CurbItKirby**_. Check them out if you're interested. I got Gabe, Cas, Bobby- all with OCs.


	7. Offices Lairs and Bat Caves

"Calm down, McKellen."

"But I'm excited!"

"I know. Stop it."

Winifred sighed and crossed her arms. Slouching in the passenger seat, she asked, "You know, if you don't like me why do you keep driving me places?"

"Because I was ordered to."

"So, what, you're like my bitch?"

Michael glared at her. "Consider me your babysitter."

"I do not need a babysitter, Mikey. I haven't needed a babysitter since I was fourteen."

There was a few seconds of silence before the man asked, a hint of curiosity in his gravelly voice, "Fourteen?"

"I was a rambunctious child!"

"Fourteen?" He repeated, his normally beady eyes wide. "I mean, wow. Fourteen."

Fred slapped his arm roughly. "Stop saying it!"

He chuckled lowly and pulled in to Division's secret parking lot. With a shake of his head, he opened his door and looked at her. "Come on. Amanda wants to speak with you."

"Oh well, excuse me if I don't want to rush in to _that_."

No more then ten minutes later, the two were still bickering as they entered Division.

"McKellen. Stop your whining."

"Make me, fat ass."

He stared at her mouth, agape. "I am not fat."

"Mhm." Her blue eyes trailed up and down his form before she gave a condescending hum. "Sure you're not. You're all hotsy totsy, ain't cha, ducky?"

"I'm not!"

"Mike, thank god, can you talk some sense in to-" Birkhoff froze as he approached his friend. He had assumed the small blonde had been some faceless recruit not… it was definitely her. Those wide eyes, bright lips… "Fred?"

The young woman, a tad stunned by his sudden appearance, leaned back slightly, and nodded coolly. "Oh, sup B?"

"Sup- _Sup, B?"_ His brown eyes widened behind his glasses. "Are you _kidding_ me?"

"Nope." She grinned at him. Her hands went behind her back as she swayed from side to side. She noticed he had gained a bit of weight, and looked a bit more tired than the last time she had seen him… but was still probably the sexiest thing she'd ever seen. With a goofy grin, she asked, "Miss me, handsome?"

Unable to stay angry when she was smiling at him(he had thought her dead after all, and assumed the closest he would ever be to seeing her again was the video he had on his computer), he sighed. She squealed. Throwing her arms around him she declared, "I knew it!"

The pair ignored the strange looks they were receiving from staff and crew alike(and the smirk Michael was giving them) as they hugged tightly in the middle of the Division work out area. Birkhoff glared at his friend over the woman shoulder.

"Beat it, Mikey."

The man went with only a word of advice. "Don't let her out of your sight. She's your burden now." As he walked away, he called over her shoulder, "And make sure she sees Amanda!"

Winifred let out a whine at that and hugged her nerd a little closer. "I'm sorry I faked it, B." She murmured to him, enjoying his tight embrace. "I didn't mean to cause so much trouble."

He shrugged, "Sorry I called you a tramp. I didn't mean it."

"It's cool."

The pair stayed like that a few moments longer before pulling away. She continued to beam, looking up at him with big blue eyes as she asked, "So. B. Notice anything… interesting in your Bat Cave?"

His eyes narrowed at her and he snapped, "Sonya fucking Blade, Winifred! Really? You know how worthless she is!"

"She is not worthless!" Fred stomped her foot and followed in step with him as the two moved toward Amanda's office/lair. "She managed to get into your players box, didn't she?"

Birkhoff scoffed as she linked arms with him. "That doesn't prove anything. Kano would whoop her ass any day if she didn't have-"

"Hey, if you two are done with your little reunion, do you mind getting back to work?"

The pair turned to find Percy glaring at them. Fred rolled her eyes. "Yeah. I gotta go meet Mandy anyway so…" She gave Seymour's ass a smack. "I'll see ya later, B."

He smirked and planted a kiss on her cheek, in plain view of their boss. "See ya, Fred."

Clearly surprised, the young blonde simply blinked a moment before a blush lined her cheeks. She scampered down to the basement quickly without looking back. Percy and Birkhoff stayed locked in a war of wills before the older man finally smirked at the younger.

"Have fun, Birkhoff. Just don't let this little…distraction, keep you away from giving your job the attention it requires."

"I want her back."

The man tilted his head. "Why?"

"Because, she's not a hacker, but she is one of mine, Percy." He looked up at his boss knowingly, "She's the best designer around. You've got all the recruits you need. We need all the gadgets we can get."

After a moment, Percy smiled. "Fine. Keep McKellen. But she's your responsibility now, Birkhoff. I expect you two to remain professional."

"I make no promises."

"We'll see." The silver hair man left his Engineer standing there with a frown on his face.

Birkhoff glanced back at him, wondering why that had been so easy, before heading off to his Bat Cave. He still had a vacation day.

"It has come to my attention that you and Birkhoff may have formed an attraction to each other."

Fred blinked in surprise. "I thought everyone knew that. I mean, I'm not exactly subtle with my advances."

"Hm." Amanda pursed her full pink lips and leaned back in her seat. Winifred McKellen was a different sort of case. While she demonstrated little restraint, she was very secretive about her personal life, and only spoke of her time before Division when asked direct questions. Her steely eyes regarded the young woman a moment before she asked, "Are you admitting to having a sexually relationship with Birkhoff?"

"Psh, no." She shrugged casually. "We're friends. Weirdly, complex, almost hostile friends."

"Why such trepidation? If you have a strong attraction to him, it wouldn't be surprising if you two found yourselves in a compromising position."

The blonde snickered. "Yeah. Right... me and B in a compromising position." She shook her head, curls falling over her flushing face. "That's never gonna happen."

Amanda tilted her head. "Why not?"

"Because he's Birkhoff! I mean, come on. We don't fit."

"Are you intimidated by his new status as Engineer?"

"No." Fred crossed her legs. "I just haven't had much interest in… that kind of thing lately."

With raised brows, the head shrinker asked, "What kind of thing?"

"Sex."

Amanda blinked with shock, "You've lost interest in sex?"

"Well, not lost interest, per say." Fred licked her lips and shrugged, "I'm just uncomfortable with the idea of a relationship."

"You're afraid of commitment."

Winifred pointed her index finger and made a shooting noise. "Bull's eye, Mandy."

The woman across from her laced her fingers in her lap. "And you think pursuing a relationship with Birkhoff would ruin your friendship."

"Natch."

"Hm. While I can't encourage a sexual relationship with anyone inside or outside Division, can I make a suggestion?"

Fred shrugged. "Sure, knock yourself out."

Amanda leaned forward, locking eyes with the younger woman as she did so. "I suggest, spending time with Birkhoff outside Division. Getting to know him a bit better. Maybe even go on a date. Sometimes it takes seeing someone outside of work to see how they really are." She shrugged, on anyone else it would've been innocently. Winifred knew better, but still listened as the woman went on. "Maybe you'll see you have less in common than you think. The attraction could fade, and you wouldn't have to worry about ruining your friendship with him."

There was a long moment of silence. Fred squinted at the redhead across from her. A smile pulled at her pursed red lips and she nodded. "Alright. Alright I will."

Amanda smirked. "I think we're done here."

"Awesome. I'm gonna go sexually harass Birkhoff." Curiously, Winifred raised a brow. "What're you up to?"

"I'm giving one of the newer recruits a make over."

"Sounds fun." Fred winked at her. "Be sure to introduce her to slutty underwear."

Turning on her heel, the young woman left Amanda's office/liar in search of Birkhoff.

**A/N: Freddie has commitment issues… on the plus side; reunion!**


	8. Lets Get Laid

Birkhoff was watching Oprah when she came in. He had been drawn in by the promise of lesbians. No one had mentioned the sexual abuse the pair had suffered in their youth and the lab technician was beginning to feel a tremendous amount of guilt for wanting to see their tits. Upon her arrival, he tried to deny it, hastily flipping to another channel, but after a few moments of awkward stumbling he caved.

"Fine, you know what?" He snapped at her impish smirk. "I was watching Oprah. She's got stripping lesbians on today."

Fred's eyes widened and she hopped down next to him, "Really?"

The bespectacled nerd quirked a brow as she nestled into his side. This was… odd. Nice, he supposed, wrapping his arm around her shoulders, but strange. He didn't have much experience in the cuddle department. He was more the love 'em and leave 'em type.

So was Fred. After a moment of awkwardness she shook her head and announced, "Nope!" She sat up and moved away from him, "Ain't gonna work."

"What's not gonna work?" He asked with a curious, if not a little puzzled, smile.

"I thought I'd be down with this, but I'm not." Fred put her hands on his knee. "B. You know I would do anything for you, right? I mean, within reason."

Birkhoff shrugged, "Sure."

"But I can't do this."

"Do _what_, exactly?"

The blonde frowned. "Cuddle with you on a couch and watch Oprah. It's just too…"

As she struggled to find the correct word, he offered, "Domestic?"

"Exactly!" She shrieked. A wide grin pulled across her face. "I don't do this. I mean, we can still watch Oprah. I'm all down for stripping lesbians, but I don't want to curl up and watch it with you."

Birkhoff stared at her a long moment. She was completely serious. "Uh…" He shrugged, ignoring the slight pang of rejection in his stomach, and said, "Okay. That's cool, I guess."

Winifred's smile turned devious. "So. What, or rather, who, have you been doing while I was gone?"

He rolled his eyes. "None of your business." Faint hint of warmth rose under his collar as she continued to eye him. "What?"

"How long has it been since you got laid, Seymour?"

"I'm not answering that."

"You just did." When he scoffed, Fred went on. "So. We should go out and get you hooked up."

His eyes widened and he absently pointed at her, "_You_, Winifred Joyce McKellen, the girl who sexually harassed me the day we met want to get _me_," He pointed to himself, "hooked up?"

A beat of silence. A secure nod. "Yes."

Birkhoff stared at her before let out a long, drawn out and most of all skeptical, "Whhhhhhhy?"

"Because! It'll be something to do! And frankly, the thought of the sex machine that is Seymour Birkhoff being celibate _physically_ _pains_ _me_." Fred told him, a hand on her stomach and a wince on her face. With a smirk, she declared, "I can use full names too, B."

"I thought… I mean, I know we're not domestic but I figured at the very least I'd get a BJ."

Winifred crossed her arm defiantly. "Just because I used to hook, doesn't mean I put out easy, Seymour."

"I never said you did!" He licked his lips, annoyed that he had to defend himself, "But you've literally been suggesting it since the day we met!"

"Do you have fifty bucks?"

"What?"

"Do you have fifty dollars?"

"I am not paying you for a blow job, Winifred!"

"Then you are not getting a blow job, Seymour!"

The two glared at each other. After a moment, Fred slapped him on the cheek(much to his surprise) and declared, "Come on, B! Let's get you laid. Or at the very least wasted."

With a shook of his head, he followed as she skipped out of his bat cave. "Pyscho bitch," he muttered under his breathe. "Come on, Fred! Wait up!"

Alex glanced up from her computer just in time to see the blonde woman running away from Birkhoff. A smirk played on her lips, as she watched as he grabbed Fred around the waist and carried her out of sight.

"Well, isn't that adorable."

"Shut up Jayden."

The girl across from her batted her long eyelashes innocently. "What? I can't be supportive of the little freaks mating habits?"

Alex rolled her eyes. "Whatever."

"I can't believe Birkhoff's finally gonna get some," Jayden shook her head, a smirk on her lips, "Let alone with a recruit."

"She's not a recruit. I mean, not really." The brunette shook her head, "At least I don't think so."

"Then what's she doing here?"

"I don't know."

Jayden rolled her dark eyes. "Some help you are." She caught sight of Michael out of the corner of her eyes and her smirk widened. His posture was straight and he was practically racing down the hall. In the same direction as Birkhoff and his companion had gone. "Looks like the lovebirds are in trouble."

"I know you two are exicted," Michael growled. He had cornered them in the elevator and all but pried the doors open as they attempted their escape. "But for god's sake could you be even slightly discreet about it?"

A beat before Fred replied, "No."

"Come on, Mikey," Birkhoff wrapped his arms around the woman's waist and pulled her closer. With a pout of his lips, he asked, "You're not mad at us are you?"

Winifred mimicked his expression and batted her eyelashes.

Michael stared at them. "You're not as cute as you think you are," He told her point blank.

"Liar," She spat. "I'm adorable."

"It's true," Seymour added.

Fred's eyes lit up and she jerked out of her… companion's grasp and grabbed hold of Michael's jacket lapels. "You should come with us!"

The man squinted at her. She had to be kidding. He was not about to get looped into a devil's three-way, much less with two members of the tech squad. "I, and I'm saying this with all the sincerity I can muster, want absolutely nothing to do with whatever adventure you two are about to embark on."

Birkhoff glared pointedly at him. Fred didn't notice. "It'll be fun! You, me, B, we could pick up an Asian hooker and it'd be just like old times!"

Michael blinked at her disapprovingly. She cleared her throat. Smoothing his jacket, she conceded, "I crossed a line just now, and for that I'm sorry. But!" Her grin returned, "You should still come with us. We're gonna get Birkhoff laid!"

The taller agent's gaze moved from her pale, happy features to Birkhoff's olive, unimpressed ones. "Really?" Michael asked with a hint of skepticism, "You want her to get you laid?"

"Not really, but…"

"He won't pony up the fifty bucks for a blow job."

After that things got a little awkward and Michael decided it was time for him to get the fuck out of there before Fred opened her mouth again and divulged more personal information about her relationship with Birkhoff. Frankly, Birkhoff agreed, but of course the younger woman cut in before either of them could even attempt to rescue the gruff agent from her inquires and suggestions.

"Come on, Mikey, you have to drive me home anyway."

"Why you do it?" Michael asked his maturity equal(Birkhoff).

Birkhoff shrugged, "Apparently I have to go home and change too."

"You said yourself you're my babysitter." She reminded him with her hands on her hips.

Rolling his eyes as the elevator dinged and the doors behind him slide open, he reluctantly agreed to take her back to her apartment.

_**a/n:**_ two things, one i hope Jayden wasn't too OOC and two, i hope no one was offended by Fred's mild racism.


	9. Birkhoff and McKellen Get Reacquianted

The whole ride back(and up the stairs to her apartment, and once inside her apartment) Michael was forced to listen to just why he should be going out with them and how he somehow owed it to her to have a good time and that no, Birkhoff was not gay, just picky and that didn't make him any less of a man.

While she lectured him, Winifred had him stand outside her bedroom door as she changed(god help him if he tried to leave). With a grunt, the young woman pulled on her school girl style stockings and opened the door. Michael stared at her and after a moment tilted his head. He did such in silence. She was unsure whether or not this was a good thing and her confidence slowly dwindled.

"Too much?"

"You look like a stewardess." He told her pointblank. He took in the long(well, long for Winifred) navy blue pencil skirt and matching jacket(with shoulder pads and orange handkerchief tied around her throat). All she needed was the hat, he mused with a smirk. Michael watched as those padded shoulders slumped.

"I was going for professional." She told him, a hint of sadness in her meek voice.

He arched a brow at her. "Since when do you care about being professional?"

"I'm trying to get B laid."

"So?"

"So, I thought it should look like we were work friends." She paused, a pensive look(aka a rare one) passing over her face. "Or I was gay. Well, gay-er than usual."

Michael scoffed and brushed past her. "Move." He stepped in to her bedroom, eyed the leopard print sheets skeptically a moment, then headed for her closet. When he opened the doors, he found it empty. With literally no emotion in his voice, he said. "You haven't unpacked yet, have you."

"Uh… no. What are you doing?"

"You can't be seen in public like that. It would disgrace Division."

"It would?"

Michael turned to face her. The expression he gave her made her feel like when she was fourteen and her dad found the bag of weed she had hid in the back of her toilet. His features were stern as he crossed over to open a large wooden chest at the end of her bed. When he opened it, he was blinded by color, animal prints and leather. Very slowly his head turned to face her once again. She stared innocently back at him. A small, almost apologetic, smile on her lips. Michael sighed and began to pick through the clothes with a disgusted frown. He wasn't terribly pleased about touching them –they looked dirty and he knew of her history of prostitution- but managed to pull a few of her more…subdue pieces out of the box.

She hopped on the bed and sat cross legged as he did so. Her skirt rode up high on her thighs and her black underwear was visible, but Fred didn't particularly care. Modesty had gone out the window for her a long time ago. Michael didn't spare so much as an upward glance. She appreciated that, but it also made her slightly self conscience and she began to question his sexuality as he stood. Michael held up a pair of shiny, _gold_, patent leather pants for her to see.

"In what situation are these ever appropriate?" He asked. His eyes wide and wonder in his voice, he stared at them.

"The question is," Fred smirked innocently as she pointed at him, "When are they _not_?"

"I'm burning these." He told her, tossing them behind his back casually.

"But- but- but why?"

"_Because you are not a gogo dancer, McKellen!"_

It took them two hours to compromise on something for Winifred to wear. Birkhoff had just pulled his cell phone from his pocket to call Michael when there was a knock on the door.

Or rather three quick, hard kicks to it. The nerd arched a brow and slowly moved toward the offending noise. He opened it to find two somber looking agents staring back at him. Michael's grip on Fred's arm was so tight that his hand was shaking, his eyes set ablaze as he stared at the man in front of him. Birkhoff tilted his head at the red mark on Mikey's cheek(that looked suspiciously like he had been struck with a wire hanger) and his eyes dropped to Winifred who stared back at him, equally unenthused. Her light hair was a mess and her black button down tee-shirt was wrinkled(as if it had been forced over her head).

"Take. Her." The man order, voice completely voice of emotion. "Now."

With a hesitant hand, Birkhoff reached out and took hold of the woman. She came to him without resistance.

Michael's black eyes fell to the blonde's. "Never. Again. McKellen."

She nodded briskly in agreement. "Tomorrow."

"Tomorrow." He agreed, before he left the pair.

Birkhoff stared after him. Unsure just what the hell had transpired between the two, he looked down at Fred curiously. Her eye make up was heavy and smudged, her lips lacking their usual red flare.

"So…" He cleared his throat awkwardly and ushered her into his apartment. "How'd your date with Michael go?"

Her light blue eyes sharpened up at him. She was barely five foot four, but she was intimidating in her own petite little way, Birkhoff supposed. "Not well." She told him.

Seymour started and stopped, pausing a moment before asking, "Are we still going out?"

"Of course!" She chirped, her mood elevating at breakneck speed. "I just have to fix my make up, if that's cool."

"Sure," He shrugged and jerked his head, "Bathroom's this way." When he turned his back on her, he mouthed _wow_ to himself before leading the way. "Nice pants, by the way."

"Damn right!" She shrieked, hopping on his back. She wrapped her faux snake skin clad legs around him and giggled loudly when he stumbled forward, barely able to support the two of them. But she held tight and let out a grunt as he tried to pried her off.

"Damn it, Winifred!"

She let go of him at the sound of her full name, but not before leaving a nasty bite on his neck.

He rubbed it and gawked at her. "What was that for?"

"Maybe I'll add the lipstick in the car, come on, B, let's get this party rollin'."

"What are you, fucked in the head, what was that?"

Fred gave him a peck on the lips and grabbed his hand. "Come on, time to go."

Birkhoff shook his head and allowed himself to be pulled outside. "Seriously, kid, stick to your meds."

She blew a raspberry over her shoulder and continued on her way out of his apartment. Eventually, the two fell in step. Lacing his fingers between hers, Seymour held her hand tight as they entered his building's parking garage. He pulled her a bit closer(but not so close that she could bite him again) as they wandered through the darken car lot toward his beat up Camry. The scent of peppermint lingered around her like a halo, forcing him to pull her to his side.

"Where exactly do you plan on taking me tonight?" He asked. He hit the unlock button on his key chain and opened her door for her.

She cocked a brow at his chivalry, but slipped inside anyhow. _That was unexpected,_ she thought absently as she pulled the overhead mirror down. Birkhoff shut her door and she watched him walk around to the driver's side. He drummed his fingers mindless over the hood of the car as he went. Winifred dropped her gaze to her purse as he turned to smile at her.

"Well? Where to?" He tilted his head when she didn't answer right away. "Well?"

She forced a smile to her lips, "Depends on the type of women you want." Her smile, while still false, turned cheeky. "Well? Younger, older, kinky, rave girls? What's your cup of tea?"

Birkhoff stuck the key in the ignition as he shrugged. "I dunno, hot ones I guess."

"Helpful. That really narrows it down, babe."

"Well, I like 'em, younger, blonder, bubblier than most." He tossed her a suggestive smirk.

Winifred smiled tightly at him and immediately started to root through her purse for her lipstick. "Well, okay, let's hit up the nearest bar."

"Fred…"

Swiping the ruby red stick over her lips, she rolled them together before looking at her companion. "Seymour. I said I would get you laid, and I will."

His features were soft in the dim light, and he reached over to brush some of her blonde –he still couldn't believe she was _blonde_ of all things- hair from her shoulders. His touch lingered on the curvature of her jaw, gently caressing the soft skin.

"Don't."

Birkhoff ignored her, cupping her chin with his finger and turning her head to face him. They stared at each other; the woman unsure and self-conscious, the man calm and deliberate as he guided her closer to him. Birkhoff captured her lips with his own with careful force. Fred tensed at the contact. The kiss was cautious and unobtrusive. Needless to say, it scared the crap out of her, and she slowly pulled away. She offered his puzzled features a weak smile and gave him a peck on the lips.

"Why do you do that?" He murmured under his breathe.

"Do what?" She asked as she reached over to brush some of her lipstick from his mouth.

"Pull away." Birkhoff frowned at her. He wasn't angry, not really, just annoyed that she was so content to play with his emotions.

Winifred swallowed and shook her head. "I told you I don't do domestic, B."

"What's domestic about making out in a Camry?"

"I'm just not comfortable, okay?" She hadn't meant to snap. But she snarled at him anyway, an old insecurity bubbling in her chest as her godfather's voice echoed through her head. _Men don't like resistance from their whores, sweetheart._ She aggressively raked a quivering hand through her hair. Her knee started to bounce anxiously as the man continued to gaze at her. Finally, she met his eyes. When she saw the glimpse of pity in them, she snapped, "What?"

"Nothing." Birkhoff shook his head and put the car into reverse. He knew Winifred wasn't the most stable girl on the block, but he didn't think she was that damaged. It was in that moment he decided to look a little deeper into her files. He pushed the corner of his lips up in a crooked smile and asked, "Where to m'lady?"

"A bar. Any bar." She told him, all edge gone from her voice. She stared at her nails and began to pick at the silver polish. "I'm… I'm sorry I overreacted."

His shoulders bobbed casually. "Whatever. We're supposed to be having fun, remember? Forget about the lay." He took her hand and swiped his thumb over her knuckles. "Let's go out, play some drinking games, get to know each other."

"Still sounds-"

"Like two friends getting reacquainted." Birkhoff finished for her.

_**A/N:**_ This one ends on a bit of a downer, and I'm sorry. The next one, shit gets real and Fred takes on a new responsibility that she may not be ready for.


	10. Chica Chica Chica

The bar they pulled into was called _Anthony's_. A quaint, dirty little place that only played classic rock and seemed to be smoking of its own accord. The duo sat in a circular booth, looking out at the bar's patrons as they played pool and drank.

"So," Birkhoff lined up the shot glasses in front of them. A long row of six next to a bottle of Tequila Rose(her choice, not his). He waited for her to lift her head from the glass of scotch she was fiddling with. She had been nursing it the last couple of minutes, and he was beginning to doubt her enthusiasm for the evening. "What're we playing?"

"I dunno, quarters?"

"Lame!" He groaned. He flashed her a crooked smile and reminded, "Reacquainted, remember? We're supposed to be bonding, Freddie."

Her smile returned and she snatched the tall black bottle from the table and began pouring. "Fine! _I Never_ it is!"

The man smirked at her as she pushed three glasses toward him, each filled with the pink liquid. "Wanna go first?"

"Sure." Fred picked up her first shot and declared, "I never… had a pet."

Birkhoff took a shot. He was so surprised it went down so easily he actually choked. He heard her snickering and flushed a bit. Licking some of the stray liqueur from his lips, he announced, "Two dogs, when I was younger."

"Ah." The woman attempted to suppress her smile to save him some of his dignity, but failed horribly. Giggling obnoxiously, she went on. "Your turn, Rico Suave."

"God you're such a dweeb," Birkhoff didn't bother to spare her feelings as she continued to grin cockily at him. She had fixed her make up in the car and thrown her hair up in a ponytail. He'd never seen it up before. It looked good; showed off her long neck and clear pale skin. Seymour licked his lips absently before confessing, "I've never… cried during a movie."

She stared doubtfully at him. _Bullshit. Everyone cried during at least one movie_, she thought. "Really?"

"Really." He confirmed with a nod.

"Not even, like, _Bambi_?"

"Nope."

Winifred's stare turned into one of amazement. "Wow." She took her shot. Her pale blue eyes returned to his and she continued to gape at him. "Really? Like not even like, the Brave Little Toaster or Jaws?"

"_Jaws_?" He repeated, brows high. "You cried during _Jaws_?"

"The shark didn't know what it was doing, Seymour!"

The man snickered at her flushed outraged features. His shaggy hair fell in his eyes as he held up a hand, "Okay, okay. Your turn."

"I never got my driver's silence." Fred admitted nonchalantly. She even shrugged for good measure as she sipped at her scotch. It burned her throat, but she had grown up with an Irish father, and practically been weaned on the stuff.

Birkhoff didn't take her admission quite so casually. "Is that why Mike always has to drive you around?" He shouted with wide eyes.

"Of course it is."

He cackled with laughter. "Aw, god, that's awesome." His face sobered a moment. "But seriously, get it." He took his shot with a smirk and pushed his glasses up.

"It's not that big'a deal." Fred brushed off his concern along with his aggressive tone.

"Yes it is. You're an agent, how can you not have a license?"

Fred's cheeks tinged red, "I wasn't allowed to when I was younger, and my partner did all the driving when I was in New Zealand."

"Still." He smiled at her, his grin crooked and wide. Winifred was unsure why people were so skeptical of her attraction to him; he had one of the most gorgeous smiles she had ever seen.

"Just go," She chided playfully.

"I never slept with a member of law enforcement." Birkhoff told her. It was true. He spent more time fleeing from law enforcement than trying to nail any formal members of it.

"Are we considered law enforcement?"

"You mean Division?" He asked. She nodded. He shrugged, head bobbing from side to side. "What was the position?"

A lewd smirk crossed her lips and she leaned forward to offer him a view of her cleavage(apparently forgetting she was in a high collared t-shirt). "Well-"

"Of the guy, what position did he hold _in Division_." Birkhoff clarified. There were some things he was happy to hear about from Fred. Dirty things were only acceptable when directed at him.

"Uh- my partner and medical officer."

His mouth fell open and his brows shot up so high they were almost lost in his hairline. "Two? As in, you slept with two of them? At the same time?"

"Yeah." Winifred blinked at him with uncertainty. "What?"

"You… you engaged in a three way?" He asked with jealous surprise. "With another girl and a guy or two girls or… or what?"

"It was a couple I know, that have an open relationship." Winifred explained. Her features became more and more cautious as his stare turned somber and somewhat what intimidating. "Why are you looking at me like that?"

Birkhoff continued to glare at her. Slowly, he held up a finger, "Okay, first off, one of 'em was an agent, take the damn shot, second, I want so many details about this."

"What?" Her pale cheeks flushed pink. "No!"

"What'd ya mean _no_? You flashed me your bra the first day we met and you won't give me details about _this_?"

The petite woman crossed her arms over her chest. If he ever wanted to see that bra again he'd best shut up. She arched a brow at him and waited for him to either apologize, or drop the subject. After a few seconds of awkward staring, he caved.

"Fine. But you still have to take the shot," he pointed to her, "And we are coming back to this."

"No we're not." She said firmly before downing the liqueur. "I've never had gelato."

"Oh yeah, well, I never had a three way!" Seymour shot back with a smirk. He down his pink liqueur and slammed the empty glass down on the table. His finger shot slightly as he pointed it at her. "So, take the damn shot, Winifred!"

"Why do you always call me that when you're mad?" The woman asked curiously as she looked at the finger pointed in her face.

He poked her nose. "You hid a three way from me."

Two hours later the couple were, well to put it delicately, just a touch loaded. They had gravitated slowly toward each other through out the night, and were now sitting a few mere inches from one another, their voices gleeful and loud.

"Is not!"

"Is too!" Birkhoff cackled at her giggles. "Just admit it, Fred!"

Her small hands latched on to his shoulder and she shook it with all her might. He cringed and wrapped an arm around her. She continued to resist, albiet weakly, and announced for the world to hear, "Sonya Blade is awesome! Why can't you see that?"

"No, Fred, she isn't! You're just on your feminist high horse again!"

"Feminism has nothing to do with it! Kanto is half robot and that is like, totally cheating B!" She swallowed the last of her scotch and curled into his side. "Oh, Seymour. What are we to do?"

He kissed the top of her head. "Dunno. Agree to disagree, I guess." He checked his watch. Nearly one thirty. He nuzzled against her brow. His glasses slid down his nose and toppled into her lap. "We should get going."

"Yeah…back to my empty, lonesome apartment. With its awesome, color…color…" Her eyelids fluttered and she dozed off for a second.

"You could come back to my apartment," Birkhoff offered. It wasn't a proposition. Just a friendly suggestion. He sniffed and blinked as he pulled out his cell phone. It was time to call a cab. He squinted at the screen, not understanding why it was so blurred, and dialed as best he could.

"No. I need a permanent fix." She murmured. She sat up a bit. Her gaze landed on his glasses. She picked them up and fiddled with them a moment. Seymour smiled as she breathed on them and cleaned the lens with her shirt.

"I'd like to order a taxi please." He told the operator. She put him on hold. With a tilt of his head, the man asked, "Permanent fix?"

She grinned at him and slid his glasses on his face. "I wanna make a pit stop."

And thus the taxi cab took them to the only pet store open twenty four hours. A shady but well lit place a few blocks from Fred's apartment. Its employees were surprised to have costumers(much less drunken ones) at this hour.

The one serving them was a young college student who seemed completely unsure of how to respond to the situation. It was understandable. She had only been working there three days. "Uh…" The girl cleared her throat as the couple sauntered over to the reptile area. "Can I help you with something?"

"Nah," Birkhoff shook his head, arm wrapped tightly around the woman's shoulders, he told the salesgirl, "I think we got this."

"We totally do!" The blonde beamed at her. It did little to ease the college student's nerves. Winifred grabbed the nerd's hand and pulled him over to where they kept the lizards and aquatic life. Salamanders, a small variety of snakes, turtles and scorpions.

"Can't you just get like a dog or something?"

Fred scoffed at him. "No! I want something that can pretty much take care of itself and not be a total asshole to me when I'm around."

He blinked and rubbed her back(slipping his hand under her shirt in the process) as she bent over to inspect some of the lower aquariums. "So cats are out than?"

"Um, if you two are interested, we have a large variety of fish…" The salesgirl offered meekly. The man's hand was slowly inching up the blonde's shirt and the kid was beginning to wonder if she should let one of the senior employees handle this. She watched as the woman waved a shockingly pale hand at the turtles. "Um…"

"Chica chica chica," She cooed at them. One of the little guys slowly creaked its head toward the drunk's antics. Fred pointed to him with certainty. "That one."

"Will these guys get any bigger?" Birkhoff asked. He swayed slightly, but thankfully didn't fall over. Although his grip fell from her back to her hip.

"No. They showed stay about this size…maybe get a little bigger." The girl explained, motioning with her hands to about six inches long as the blonde woman stood.

"Awesome. Can I see him?"

The taller brunette nodded and went to fetch the turtle for them.

Birkhoff glanced down at her. "You sure you can handle this?"

"Totes. Don't doubt me, B. If there is one thing I am good at, it is loving unconditionally."

He didn't doubt that in the slightest. A smile crossed his lips and he reached up to cup her face. She didn't resist him this time. In fact, she grabbed one of his hands and kissed it before leaning up and placing a gentle one on his lips.

**A/N:** Chica chica chica. It's from American Dad, and surprisingly the only thing i do that my dog responds positively to.


	11. Take It Slow My Ass

Back in the cab, Fred held her newest companion close to her chest. They hadn't bothered to buy an aquarium(they had neither enough money nor enough sense to) and were taking turns holding the little guy.

"What're you gonna name it?" Birkhoff asked as he peered down at it. That fact that the little turtle was draped across her chest was just a bonus. "Leonardo? Michaelangelo?"

Her blue eyes squinted seriously at its little face. His little eyes blinked lazily back at her. After a few moments, she announced to him, "Chud."

"C.H.U.D?" He repeated with a smile. "As in…"

"Cannibalistic Humanoid Underground Dweller." They said together. She beamed up at him before going on. "But when you send him birthday cards, you have to spell it capital C, lower case h, u, d. Otherwise it sounds pretentious."

His brown eyes rolled. "Oh, well, obviously."

"Alright, miss," The cabbie piped in, "Here's your stop."

"Aw, thanks babe." Fred pulled her wallet from her skin tight pants and handed him a twenty. Then she got out. When Birkhoff didn't follow, she huffed, reached back in, grabbed his hair, and forced him from the car.

"Ah! God damn it, Winifred, you could've just asked!"

She shrugged and pulled out her key. Once they got through the front door, she let go of him. He stared down at her in disbelief. Fred didn't notice, just kept Chud tucked close to her side and cooed gently to it, "Seymour is so testy when's he's tired. Yes he is."

The man looked up at the ceiling as she led him up the stairs. "Whatever," He muttered to himself. He followed a stair or two behind her, and he found himself staring at her ass the whole way up. Not that she minded in the slightest, of course.

As they reached her door, he spoke again. "So, how long are you off for?"

"Couple more days while Mandy works out whether or not I'm stable enough to work with the recruits." She told him. With a smirk, she motioned for him to enter.

Birkhoff brushed past her with a nod. As he inspected the odd array of furniture around them, he asked, "What exactly does she want you to do?"

"She says I've got an ear for dialects." Fred tilted her head as he ran a finger over her couch's arm. "Wants me to teach the recruits how to mimic accents and help them use casual vocab."

"Hm." He leaned back against the couch with a smirk on his lips. His arms crossed over his chest as he watched her continue to pet Chud(who apparently thought he was near or in or maybe over water as his tiny legs kept moving). "You're not still an agent, are you?"

She bobbed her head from side to side, "Dunno. Maybe. I told you I'm waiting to be reassigned."

Seymour quirked a brow at her as she went about setting up a little area in the sink for her new pet. It was soon filled with a small amount of water and lettuce. She set Chud in there with care and washed her hands before sauntering over to him. He smirked down at her as she peered up at him with a smile. Fred wrapped her arms around his waist and dropped her head to his chest. He rubbed her back soothingly as she nuzzled her face into his shirt.

"I really did miss you, you know."

"I know." He kissed the top of her head, and let his lips linger there a while. A vaguely familiar scent caught him off guard, and an absent smile rose on his features as he realized what it was; Peppermint. His hand moved up to cup her jaw, hers wandered under his shirt. Dark brown eyes dropped to their laced fingers as he spoke, "I missed you too."

Fred pulled away from him. Her light gaze swept over his placid, genuine smile and she kissed him for the second time that night.

"Why do you keep doing that?" Birkhoff murmured. More apprehensive than annoyed as she moved her lips from his to his chin. Then his neck. Her small hands slid from his hips to his chest. He shuddered at the contact.

The woman looked up at him curiously. "Doing what?"

He scoffed at her and removed her hands. When she looked offended, he snapped at her. "You give me this bullshit about being uncomfortable, but you come on to me every chance you get! Why?"

A pause. He searched her face for any sign of tears, or annoyance and found none. Her delicate features were blank as she fiddled with his fingers.

"Come on, Fred," Birkhoff coaxed. "I deserve to know what's goin' on in that fucked up little head of yours."

"I like you, B." Winifred smirked weakly at him. "I'm just not sure if I'm relationship material."

"So what, I'm just your whore?" he joked. When her face fell, he pulled her to his chest. "It's okay to be nervous, babe."

"So what do we do?" Fred asked. Her voice was muffled as she spoke into his flannel shirt. She sniffed and wiped her watering eyes with the back of her hand as he rubbed her arm affectionately.

His shoulders rose and fell in a thoughtless shrug. "Take it slow." He pressed his lips to her cheek, "See where things go."

"_But I promised to get you laid!"_ Winifred wailed into his shirt as she collapsed against him.

He caught her with ease, hands slipping under her knees to keep her upright. With a sigh, he told her, "Let's get you to bed."

Her bright eyes lifted to his with confusion. "But you just said-"

"Yeah, I know." Birkhoff rolled his eyes. "We can talk about this when you're asleep. Come on."

The man led the petite blonde through her apartment. It turned out, that while Winifred's apartment was spacious, it held only three rooms. The den/kitchen, the bathroom, and the bedroom. He stared at the bed from the doorway. He really should have expected that she would have an animal themed bedroom. Frankly he was just glad it wasn't Disney. His eyed went from the cheetah print throw rug to the zebra sheets before he led her to the bed. She sat where he told her to, and pouted up at him. Her lipstick was smudged from their kissing, and Birkhoff had no doubt that his face was stained red as well. Her pout turned devious as her hands latched onto his belt. She gave it a tug before speaking.

"I may not be getting laid," Fred told him soberly, "but I am not sleeping alone."

With an overdramatic sigh, Seymour pulled away and undid his jeans. A triumphant smirk crossed the woman's lips as she fell back on the bed. She lifted her hips from the sheets and slipped her faux snakeskin pants off. Birkhoff leered as her pale skin came into view. Her legs were short, but nicely shaped, and he followed them from her pink painted toenails to the hem of her black t-shirt(that hit mid-thigh). She quirked a brow at his staring, but didn't mention it as she undid her bra. As a man, a woman's ability to remove that particular type of undergarment always astounded him and Birkhoff watched in hopes of learning the secret to doing it (or rather, _un_doing it) with it being an awkward event of strap snapping and pulling. The smirk on Fred's lips widened. It was kind of like watching a dog listen to a high pitch sound. Complete with head tilt.

She decided to pants him whilst he was distracted. He barely noticed as his jeans were yanked to the floor. Birkhoff pulled his shirt off and Fred seized the opportunity to place an almost chaste kiss on his lower abdomen. The man sighed, brushed her hair back from her shoulders and slipped into bed behind her.

His arm tight around her waist, he ordered, "Go to sleep."

Winifred let out a whine, but snuggled deeper into the sheets. They pair drifted off soon enough, and slept through out the night without so much as a kick between them.

**a/n:** not my fav. chapter, but the next is better. There is… stuff in it. It'll be good, I promise.


	12. Turtle Tales

Fred's eyes fluttered open at the sound of Birkhoff's ringtone. The high pitched techno song with a quick tempo jarred her slightly, but not as much as the man behind her moving to grab his jeans. He did this, of course, by reaching over her. Pants in hand, Seymour let out a grunt as he rolled back onto the bed.

"What time is it?" She muttered, not bothering to move as he checked his phone.

With a sigh, he told her, "Almost nine." He had approximately twenty minutes before Percy started hunting him down, but he didn't bother to get up right away. His hand fell to her knee and he gave it a squeeze as he went on, "I gotta go in before they track my location."

A smirk twitched at the corner of Winifred's mouth. "That would be bad."

"Yes," He pressed his lips to her temple, stubble rubbing roughly against her cheek before he sat up. "Yes it would."

"Tell Prince Percy I said hi," She murmured into her lipstick stained pillow as he began to shuffle around the room. Birkhoff didn't answer her, just went about sliding his jeans on and before making his way into her bathroom.

When he came back in, she had all ready fallen back asleep. After shooting her an envious glare, the man grabbed his shirt off the floor. His leer softened as he remembered how she'd looked spread out on the gurney, skin paler and seemingly dead. A smile formed on his tired features and he brushed some of her blonde hair back from her face.

"It's good to have you back, McKellen." He whispered, placing a soft kiss on her brow.

It was hours before Fred finally got up, and when she did, she had a rather… surprising guest sitting at the edge of her bed. She blinked once, twice before she gathered her confidence.

"Nikki?"

"Don't call me Nikki." Nikita snapped, or rather, tried to snap. Her voice was lower than it usually would have been; filled with hurt and betrayal rather than anger. "You lied to me."

"I know." The petite woman flopped back on to her bed, throwing her arm over her eyes dramatically, "I'm not a real brunette!"

"Winifred."

A groan. Her immature response was far from unsurprising. Nikita could only shake her head in annoyance.

"It took me nearly an hour to disconnect all the cameras in here. You can sit up and talk to me like an adult for five minutes."

There was something about her tone that made Fred feel like a child. So she did as she was told without too much of a fight. "Fine." She swung her short legs over the side of the bed. "But can we grab a coffee or something? I'm not really cool with you being here, considering your…defection, from Division."

Nikita nodded. That didn't sound like a bad idea at all. A smirk rose on her sharp Asian features as she watched the smaller woman putter around her bedroom. She shouldn't have been terribly surprised that Division would lie to them about Winifred's death. It was more of a shock that Fred, sweet, bubbly, little Fred, would go along with it. Nikita arched a brow as the blonde pulled a short white skirt over a pair of rainbow striped tights.

With a shrug, Winifred asked, "Shall we?"

"You're not gonna bother with your teeth or hair?" Nikita asked with a expression akin to disgust.

"Good idea," She pointed at the woman on the bed, "Hang tight, I'll be back in a jiff."

The rainbow tights disappeared from sight, but the owner's voice didn't. "So, Nikki- How's life on the outside treatin' ya?"

"Don't call me Nikki." The taller woman muttered to herself. She stood from the bed, a touch annoyed at the woman's casual brush off of her. Long arms crossed over her chest, she leaned in the bedroom's doorway impatiently.

Fred rolled her eyes as she continued to scrub at her teeth. "Whatever." She spit in the sink and tied her hair back carelessly with a pastel scarf. The dark eyeliner she had been wearing the night before was smudged, but she didn't bother to touch it up, but rather wipe off any excess with wet fingertips.

Nikita took this opportunity to poke around her apartment. The bedroom was fairly standard. Same as the living room, but the adjoining kitchen proved interesting. The lithe brunette found herself staring into the sink, a puzzled smirk on her lips.

"Oh," Fred quirked a brow as Nikita entered the bathroom's doorframe. Turtle in hand. "That's Chud. Birkhoff bought him for me last night."

"So you are seeing Birkhoff."

"Of course I'm seeing Birkhoff, how could I not be seeing Birkhoff?"

The brunette frowned as she passed the tiny reptile over to its owner. "I was under the impression that the two of you were on the outs. At least you were last I saw you…"

Under the unimpressed stare of her old friend, the blonde fidgeted. Tapping on the turtle's shell, she tried to think up a worthy excuse, or at the very least a distraction. She did not have to wait long, as Chud took this moment to empty his little bladder. With a shriek of disgust, Winifred tried to shove the pissing turtle back in to Nikita's hands.

The taller woman quickly pushed it back at her. _"I don't want it!"_

_"Damn it, Nikki, I am in a white skirt!"_

The two women continued to shove poor, innocent little Chud back and forth between them as his pee continued to fall on the pristine hardwood floors.

In Division's tech room, Birkhoff was nursing a hangover with Redbull and random lines of code. He rubbed his eyes. He had left his glasses on Fred's nightstand. A mistake that was costing him dearly as his time in front of the computer screen droned on. The light on his eyes usually didn't bother him, but the long hours combined with the headache pulsing behind his eyes…

"Ugh." He moaned, rubbing at them.

"Long night?"

"Shut up, Michael."

The dark haired man's smirk widened, even though it wasn't visible to the nerd. Suppressing a chuckle, he tucked his hands inside his trouser's pocket. "That bad, huh?"

"No, it went fine." Seymour said shortly, "We adopted a turtle."

A silence fell over the pair, but it only lasted a beat before an astonished Michael repeated, "A turtle?"

"She named it Chud. It lives in her sink."

"That's… great, Birkhoff. Glad to see you and McKellen are getting along so well."

When the techhead didn't say anything, his fingers betrayed him. His clicking of the keys became a touch more aggressive and Michael grew skeptical.

"It did go okay, didn't it?"

Birkhoff spun in his chair to face him. Since becoming Division 'Engineer' he no longer had to deal with sharing the computer lab with anyone else. His own private batcave had become his lab, and it was awkward times like these, he was happy to have that luxury. He caught the man's puzzled stare with an annoyed glare. "It went fine."

"Yeah, you say that," Michael leaned against the seated man's desk, "but that doesn't make it true."

"We're taking things slow."

The tone in Seymour voice suggested he was less than impressed about this. The man cocked at brow at it, "Really?" He honestly couldn't say he could ever imagine McKellen showing any kind of restraint. "Whose idea was that?"

"Mine."

"Hm." Michael cocked a brow at the bitterness in the man's voice.

_"Why the fuck would I turn down sex from a known whore?"_ He screamed before all but throwing himself on to the floor. Michael took a step back in shock as Birkhoff shook his clenched fists at the ceiling. "_Why did I have to be so stupid!"_

"Uh…"


	13. Jammed

Meanwhile, the women were back in the living room fawning over various bottles of hand sanitizer. Nikita was being particularly anal about it. Fred, who had had far worse things in and on her hands thanks to her days as a hired whore, was rather passive about a little turtle pee. Scrubbing at her nails, Nikita shot the petite blonde a scowl.

"A turtle? Seriously? What are you, a nine year old boy?"

"Hey, don't diss my baby." Fred warned, stroking the turtle's shell delicately with a toothbrush. It wasn't hers, and she presumed it had been left behind by the previous owners. Chud seemed to be enjoying the attention, his limbs hanging limply over her thigh.

Nikita wrinkled her nose at him. Applying more Purel, she asked, "So. Shouldn't you have like, an aquarium or something?"

"Yeah, probably." The blonde stood. Stroking her turtle like a Bond villain would a cat; she arched a dark brow, "But tell me, my darling, what brings you to my humble abode?"

"You have a unique skill set that could be of value to me." Nikita told her simply.

Winifred pursed her lips, and waited for her to go on. Nikita did no such thing. With wide eyes, Fred curtly told her, "Wow, Nikki, and here I thought you'd shown up because I'd returned from the grave or something."

"You lied to me."

"You rebelled from Division." The blonde turned her back on the brunette. Tapping Chud's shell, she shrugged, "Even if I tried to I wouldn't have been able to find you."

Nikita sighed. This meeting wasn't going exactly as planned. "You could've told me. I would've kept your secret."

Fred smiled falsely and shrugged flamboyantly as she turned to face her. "Too late to wonder now, isn't it, Nikki?"

"It doesn't have to be." The brunette stood suddenly. Her long legs crossed the room quickly and before Winifred could totally understand what was happening, Nikita's hands were on her shoulders. "You could join me, you could get out of Division. Live your own life."

"But I just got back in," The shorter woman replied meekly. She pulled Chud a little closer to her chest to keep him from being sandwiched between them. "Can't I at least score some brownies points with Birkhoff first?"

When Nikita looked away from her, Fred wrapped her arm around her old friend's waist. "Come on, Nik. Don't play coy with me…you know I can't just get out." She sighed, "I've got no where to go."

"I could get you out. You could go wherever-"

Fred pulled back and offered her a tight smile. "No, Nikita. Not yet. I…Amanda's got too close an eye on me. I'm not ready yet."

"Someday?" The woman's voice held a hint of hope to it.

The blonde nodded sheepishly. "Someday."

Nikita tugged at the scarf Fred was wearing. "You don't belong there you know."

"I know."

The frown still on the former agent's lips, she went on. "I trust you won't say anything to Michael about my little visit."

"Do I look stupid to you?"

Her dark brown eyes narrowed on the younger woman's rainbow tights. "Do you really want me to answer that?"

"Shut up."

"You know," Nikita made her way toward the door. "I'm really not surprised Birkhoff is the one keeping you here." With that, Nikita took her leave. The visit, in her mind, had been a failure, but at the very least she knew that she could expect some kind of alliance with the younger woman in the future.

Fred collapsed on to the couch. What the fuck was Nikki thinking? Showing up out of the blue? Disconnecting the apartment's video feed? It was like she was trying to get her in trouble. The blonde kicked her foot on to the table. She needed to get out of here… but first, she needed to cover Nikita's ass.

With a groan, Winifred dragged herself over to her bedroom. After riffling through her drawers a few moments, she pulled out a small box. Inside was a narrow strip of hardware designed to do exactly what Nikita had done; jam signals and frequencies. She smirked to herself and flicked the switch. The light went from red to green, and she felt a swell of pride at the simple task.

In Division, a signal popped up announcing one of the agents trackers had gone out. Birkhoff glanced up at the screens. Fred's picture was displayed on it. Why was he not surprised? With a frown, he cancelled the motion to hunt her down. Instead, he gave her chauffeur a call.

"Hey, Mikey, go check on Fred, will ya?"

Michael, who was in the middle of a crowded elevator, stared at his phone. This had to be a joke. Birkhoff knew he was on an active mission. With wide eyes, he returned to phone to his ear. "Are- are you trying to give me an order Birkhoff?"

"No," The computer wizard spun in his chair. Michael could hear the clicking of keys over the line. "I'm giving you a suggestion, considering how you're her babysitter."

"I'm not her babysitter!" The gravelly voice snapped at him. A few of the other passengers eyed him critically and he dropped his voice to a whisper in response. "She hasn't needed a babysitter since she was fourteen!"

"Well, that's all well and- fourteen? Seriously?"

Michael sighed. He had two more floors before he would be on the bank manager's floor. "Why?" He asked.

"Her tracker just shorted out and _apparently we haven't had video surveillance for over an hour!_"

Michael assumed the last part was directed at some of Seymour's underlings because it had been screamed. Birkhoff knew better than to scream at him. He adjusted his tie and stepped out of the elevator as it dinged. The tall man stepped aside so the older patrons of the bank could get around him. With a scowl, he told Birkhoff he would drop in on the woman after the mission.

Birkhoff didn't seem too content with this, but didn't say anything on the matter. Just abruptly hung up on his companion and went back to his computers.

Unbeknownst to him, however, was that Amanda had received the same memo on Fred's sudden disappearance from the radar. The redhead stared at the screen where all of the young woman's information was displayed. Born in Ireland to an Irish father and Swedish mother. An only child. Her mother died when she was just entering primary school, and her father took her to America soon after. Amanda pursed her lips. After a few assault and battery charges (none of which were filed by his daughter) her father was deported and Winifred was left in her godfather's care. It was nearly five years later that Division took note of her.

Amanda was unsure of the young woman's capabilities as an agent at first, but she had to admit the girl did have a certain ability to charm people in to trusting her. It made her a valuable asset to Division. She just hoped Winifred would be able to teach her mannerisms (the desirable ones at least) to the recruits.

With perfectly manicured nails, she picked up her cell phone and hit Fred's contact button.

It rang once, twice, three time before a breathless answer of; "Hello?" Greeted her.

"Winifred?"

The young woman straightened at the sound of Amanda's voice. "Uh, hey Mandy what's up?"

"Where are you?" The tone was casual, but Fred could sense the threat behind it.

"Right now I'm getting ready to board a bus." She told the woman as she did up her boot.

Amanda's voice turned clipped and critical. "A bus to where?"

"The drug store. Then the pet shop." Fred told her honestly. She was a touch confused as to why the intimidating red head was calling her. "Is everything all right, or…?"

"Your tracker is malfunctioning."

"No it's not." The blonde jerked her shirt up. Nope. Same small scar. Still there.

Over the line, Amanda's brows rose. "Excuse me?"

"It's not malfunctioning, I swear. It's just jammed."

"Why is it jammed?"

Winifred shuddered at her icy tone. "Because I used a frequency jammer to plug up the camera signals."

"Why did you do that?"

"Because it's creepy, Mandy, I hate being watched like that." Fred's tone was pleading and just a hint hostile. "I thought I'd have a bit of freedom in Division."

"You do."

"I don't," She argued, opening her door and stepping into the apartment building's hallway. "Look. In five minutes, it will be back up. My tracker, I mean. I'm keeping the cameras off."

"Why? If you have nothing to hide, you wouldn't care if you were being watched." Manipulation was so much harder over the phone, Amanda thought to herself with a silent sigh.

The blonde rolled her eyes. "You know what I want to hide? My naked body. Why would you guys want to put cameras in my bedroom? And my bathroom, what's up with that?"

_Percy_. Amanda glared at the wall in front of her. With a glower of disgust, she told the younger female she would have them removed.

"Awesome." Fred stepped out in to the warm sunlight.

A light on Amanda's screen reappeared, assuring her that the young woman was not in fact trying to escape Division. She hung up without saying goodbye.

The blonde glared at the cell phone and snapped it shut a touch harder than necessary. "Bitch," she muttered under her breath.

**A/N:** Yeah, not my fav one, but whateves. Read and Review. Also, I'm on tumblr so if you want updates you can follow me there. I'm curbitkirby


	14. Back In Black

Chud sat at the edge of the bathroom sink. His tiny little eyes blinked as he watched his owner prance around the small space. Her hips shook from side to side as she sang off key to a Katy Perry song about peacocks.

Winifred continued to bob her head back and forth as she riffled through a bag she had got from the drug mart. It hadn't taken her long to find what she was looking for. She set the boxes next to her turtle and grabbed the towel off the rake behind her. It was thrown around her shoulders with an almost maniacal grin on her painted red lips.

It was two hours later that Michael appeared on her stoop with a pursed lipped, disapproving glare on his face. His dark eyes went from her pale face to her newly dyed hair before going back to her face.

"Back to being a brunette I see."

She ushered him into her apartment with a smile and a shrug. "You know what they say, once you go black…"

"Hm." Michael smirked to himself. He refused to give her the satisfaction of knowing she was mildly amusing. "I heard you had some trouble with your tracker."

"I wouldn't say trouble…" Her voice trailed off as she shut the door.

The younger woman crossed her arms over her chest as she followed him in to the living room. He had taken a seat on the couch, and not wanting to make him uncomfortable, she dropped into her globe chair. Spinning it idly, she smiled at him.

Michael took this as a cue to continue. "How did you shut off your tracker, McKellen?"

"I didn't." She shrugged absently. "I just jammed the frequencies streaming out of the apartment."

"Oh, is that all?" He snidely asked.

Winifred nodded, not catching his sarcasm. Or perhaps simply not paying it any mind. "Mhm. Any techie can do it."

He stood. His dark eyes glowering down at her, he demanded she hand over the device. She refused. Michael's gaze turned dangerous and he unbuttoned his jacket. Rolling up his sleeves, he asked her once more. She arched a brow and dropped her hip. With crossed arms, she coaxed him with her index finger.

Twenty minutes later, Birkhoff would walk in on them fist fighting. For a second, he was too stunned to do anything. He just stood, silently, watching them. The moment passed, and he bellowed, _"What in the fuck are you two doing?"_

The taller man's head snapped toward the voice. The nerd gaped at them, wide eyed from the doorway. Michael had a fist full of Fred's hair, and she had him by the collar, a knee pressed against his chest. The agent cleared his throat and let her go. She took this opportunity to lay a final slap on his cheek before stepping away.

Birkhoff shook his head and dropped the bag of Chinese food on her counter. "Whatever," He gestured with his hand, "I don't even want to know."

"We were just… talking," Michael adjusted his tie as Fred crossed the room to the Engineer. His dark eyes dropped to the floor as they shared a quick kiss. So much for modesty. He went on as they parted. "She won't tell me how she got her tracker to malfunction."

Winifred smiled. Bouncing on her toes, she sauntered around the counter (pranced, really) to get them some plates as Birkhoff frowned at the man. "So? It's not like she's going anywhere."

"We can't have a break in Division security, you know that."

The shorter man scoffed. "It's Fred."

"Just for the record," The newly dyed brunette piped in, "I can hear you." She set the plates down and motioned for them to sit. "So, can we drop this?"

Michael frowned at her. She mocked it back at him. Birkhoff glanced between them. After a tense lull, he cleared his throat. "Well. Not that this hasn't been fun, but I'm starving so…"

Without another word, the agent grabbed his jacket and left. When Birkhoff turned back to his… lady friend, she was staring intently at the door. He nodded behind him, "Wanna tell me what all that was about?"

"Not really." Fred went back to her gathering the plates and glasses. She carried her cargo over to the table.

Birkhoff rolled his eyes. He should've known Fred wouldn't be able to play nice with the other children. Instead of commenting on this, he asked if she had seen his glasses. With an overly innocent look, she pointed toward her bedroom. He threw her a questioning glance before making his way over. She took this as an opportunity to open both fortune cookies.

When Seymour returned, his glasses were on the end of his nose. Unsurprisingly. He narrowed his eyes at her as she cracked open the second cookie. "Hey!"

"Shush!" She snapped at him, she dropped back to the small strip of paper. "_Slow and steady wins the race_." Fred blinked, looked down at the paper and growled at it.

The man cocked a brow. Stifling a laugh, he asked. "Something wrong?"

"That's not even a fortune!" She shrieked, "That's a parable! What the fuck!"

"What's the other one say?" He dropped down on to the couch beside her and began piling food on to one of the plates she had set out. "And why do you set the table for Mikey, but make me eat in the living room?"

"Because I like you better." She folded her legs and pulled apart the first cookie. Fred was more interested in breaking the cookies than actually reading the saying inside them. "I don't have to impress you."

He shook his head, shaggy hair moving with him. "Says who?"

Fred absently flashed him her bra. His brows shot up. Her shirt went back down. She pointed at him. "See that? That goofy look of joy all over this?" She motioned to his face before poking his forehead. "That says we don't have to eat at the table."

He just smirked at her. It was all he could really do after her little show. After a few seconds he composed himself and asked what the other cookie said.

"Good things come to those who wait. What the fuck kinda-"

Birkhoff shoved the ruminants of the cookie in her mouth. "Shut up and eat, McKellen."

Fred spit the cookie in to her lap. "Do not call me that." She wiped her tongue on her hands. "Ugk. Why'd they have to go and put in that pissy lemon flavor?"

The techhead wrinkled his nose in disgust. "Yeah, I hate that."

"It's so freakin' unnecessary." The woman complained, picking the crumbs up with a napkin. She eyed Birkhoff curiously. He didn't so much as move. With a tilted head, Fred asked, "What're you doing here?"

"Eating." He said emotionlessly. He put all his concentration into chewing his orange chicken.

Her blue eyes narrowed in response. "But why are you eating here?"

"Do you want me to leave?"

"Well, no."

Birkhoff shrugged, "Then just so you could bask in the glory that is me."

A smile twitched at her lips, and they said no more.

**A/N: Read and Review. Next chap. takes place inside Division. Michael and Fred need to learn to play nice.**


	15. Birkhoff's View

Fred sat across from Amanda, her eyes locked on the woman's steely glare. There was something to be said about the silence in the air. It was necessarily tense, a tad awkward perhaps, a little uncomfortable maybe, but that was to be expected. A fairly personal question had been asked and the younger was unsure how to answer it.

"Well?" Amanda pried. "Do you?"

The brunette cleared her throat. "Sometimes." She rubbed the back of her neck. "Why? Is that like, uncommon or something?"

"On the contrary," The woman wrote down this new information on the note pad in her lap. "Victims of sexual abuse often have nightmares."

Fred's blue eyes sharpened at her. "I am not a victim."

Amanda nodded, but it came across as doubtful. "Do you remember any of these nightmares? In detail, I mean."

"No."

This was a lie. Amanda knew it, but also knew not to press Fred for anything. The girl had a very active imagination, and she couldn't even begin to speculate what the girl would make up to appease her. The redhead made a note of this as well.

"Have you considered my offer?"

"Of babysitting the recruits?" Fred shrugged off-handedly and adjusted the foot that rested on her knee. "Sure. Glad to help." It wasn't like she had much choice in the matter. Being useless meant cancellation. Winifred was a lot of things, but she was not suicidal. "What'd ya need me to do, exactly?"

Amanda smirked at her. "Like I said, you're rather gifted when it comes to… charming people, we'll say. Your mask of indifferent optimism is rather impressive, even from a professional's standpoint."

Fred's mouth tightened. "Excuse me?"

"Looking at you now, no one would guess just how emotionally damaged you are." Amada said, almost sweetly, as if she were paying her a compliment. The younger woman was unsure how to respond to the tone, so she decided to stare blankly at her. The shrink took this as a sign to continue. "That's not uncommon here. You could be a valuable asset to Division if you could teach others to mimic your façade."

Blue eyes squinted at her. Reluctantly, Winifred said, "…Thank you?"

"The fact of the matter is, Winifred, while you may be rather…eccentric, you are useful."

Fred assumed that was supposed to make her feel safe. Or at the very least safe from cancellation. Did she know about her little visit with Nikita? Her heart quickened just a tad, but her face remained blank. "When do I start?"

"I'll give you a day to prepare."

Turned out, the brunette didn't need it. She wasn't entirely sure how one prepared to teach someone to alter their personality, but she figured if Amanda could do it…well, she would probably crash and burn, but she could try. Maybe if she took a… friendlier approach, she might just be teacher material. Instead of have a teaching plan however, she had opted to shop for some sexy librarian themed clothes and a pair of cat eye glasses with no lens in them.

Needless to say, when Michael picked her up the next day, he was confused. But he made absolutely no move to mention it, because by god that would be giving her the power. This was something he just could not do.

Instead, he asked, "When are you getting your license, again?"

"Soon."

"Good."

"Oh, come on, Mikey, you know you love our 'we' time."

Michael cocked his head to look at her as they pulled to a stop. "You've named it?"

"Well, actually I just meant generically." Fred admitted with a shrug. A smirk quirked at her lips. "Why? Do you want to name it? Could pass the time."

He rolled his eyes. "No."

"Come on…Frikey? Winichael?" She suggested, adjusting the small paper bag in her lap.

"Please stop."

"Okay…" The petite woman pouted a moment before kicking her legs up on the dash. The driver glared at them. She kept them where they were, asking, "So…how do you like the new digs?"

"Just glad I can't see your bra straps anymore."

"Aw, Mikey, was someone distracted by the sexy?" Winifred wiggled her brows suggestive under her frames. Her dark hair was pulled up out of her face in a high tight ponytail and frankly, it was a little disconcerting to see her so well put together.

"Birkhoff was." He told her casually. When she blushed pink, Michael smirked to himself, considering it a small victory as she finally shut her mouth.

With crossed arms and a pout, she leaned back in her seat. It was her intention to give him the silent treatment. Unfortunately she did not have the willpower. "I think Amanda and Percy used to knock boots."

The man groaned as he pulled into Division. "Please, please, _please_ don't repeat that to any of the recruits."

"Oh my god! Is it true!" Fred shrieked, almost knocking her bag out her lap as she shot up.

"Shut up McKellen."

"But-"

His sharp brown eyes shot to her blue ones. "Don't make me make it an order."

Inside, Birkhoff was trying to get the recruits to hack into an artificial mainframe of a local college. So far none had succeeded, and he had taken to burying his head in his hands out of shame.

"Oh my god," He groaned to himself. So far not one of them had even been able to get into the freaking database to secure a fake identity. True, the tech squad usually would take care of this for them, but it was such a basic technique.

However, a smile quirked at his lips as a delicate hand placed a Red Bull in his line of vision. Fred stood before him, in a shockingly conservative outfit, with a content little smirk on her face. Seymour cocked a brow at the glasses perched on her nose, but said nothing.

Instead, he popped the top of his energy drink. "Ready for your big day?"

Her cheerful expression fell. "Not at all," She told him seriously. "Any pointers you could shot me way?"

"Treat them like the animals they are and try not to bend over too much."

The brunette blinked at him. After a moment, she nodded slowly. "Okay…thanks."

"You should know that last part is really for my benefit." Birkhoff told her casually. He sipped at the drink she had brought him as she grinned. Nonchalantly, he went on, "I don't like to share my view."

Fred smirked at him. "I'll try my best." Pressing her lips to his cheek, she ignored the gasps from the recruits behind them and went about her way.

Birkhoff glared after her for a few seconds. Then he turned back to the recruits who were gaping at him in disbelief. "What?" He snapped at them.

They quickly put their heads back down and went back to work. The only one who didn't was Alex, who looked skeptically at him. Seymour pursed his lips and motioned to the screen in front of her and with a roll of her eyes she went back to work.

**A/N: sorry for the delay. **


	16. Don't

"Hi. Um…"

Fred licked her lips as she looked out at her 'class'. Five recruits looked back at her warily. None of them were all too impressed with having to take on a new lesson, much less a lesson led by someone so…bizarre. That, combined with her rather young age, did little to comfort them as she stood in front of the class.

"I'm Winifred," The brunette cleared her throat and pushed up her glasses. "I've been an agent a few years now…mostly doing long term surveillance in New Zealand."

One of the recruits raised their hand. "Um, I have a question."

The petite woman shrugged. "Shoot."

"What are we doing here?" He asked, a few of the recruits behind him tittering with agreement. "I mean, this isn't mandatory for anyone else is it?"

"No." Fred blinked at him. "But-"

"Then why were we centered out?" The young man pressed with a frown.

The brunette tilted her head, her finger going to her chin. She tapped it absently and asked, "What's your name?"

"Josh."

"Josh, if you could shut up and let me finish, I'll tell you, okay?" She crossed her arms over her chest and pursed her lips. When the recruit stayed quiet(seeming to be rather embarrassed), Winifred smirked. "Thank you. Now, as I was saying, chances are you will be expected to do missions in other countries. Any of you know how to speak Spanish?"

A lone young woman raised her hand.

"Fluently?"

She nodded and Fred's smile widened. "Good. Now, how about French? Polish? Russian?" No other hands went up. The teacher's smirk dwindled. "Damn. Okay, let's get started."

Outside, Birkhoff smirked to himself as he watched his… little friend tutor the recruits. She was taking it so seriously. It was cute. She had the pointer out and everything.

"Birkhoff."

The geek glanced at Michael with a goofy grin on his face.

"You're affection is showing." The agent warned him with a smirk of his own. "Shouldn't you be working?"

"Shouldn't you?" Seymour shot back.

Michael rolled his eyes and continued on his way; leaving the techhead to spy. A few of the recruits had taken to asking him rather personal questions about his relationship with the little freak.

Birkhoff licked his lips. He smirked at the young man who had asked 'what her deal' was. "You hack the mainframe yet?"

A blush from the recruit. "Well-"

"Than back to work," Seymour ordered. He took another gulp of Redbull and glanced over to where the petite brunette was using flamboyant gestures to get her point across.

It turned out to be a long day for Fred. Her students had no respect for her; that much was obvious, and after twelve hours with them, she was completely ready to murder them.

She stared at Josh. The younger man was smirking up at her. A few of the recruits were snickering and glancing at each other, not realizing a line had been crossed.

With wide innocent eyes, he asked, "What?"

"Look here, kid," Fred grit her teeth. "If you ever sass me like that again, I will hurt you."

He eyed her skeptically. "Hm."

"Hm? _Hm?_" She repeated with a grin. She shrugged her shoulders flamboyantly. A few of her other students' glances turned nervous, but none spoke. The pair continued to glare at each other, but before Josh could comprehend what was happening, Fred had grasped him by the hair.

His skull bounced violently off the table he had been sitting at. Winifred spoke casually as she drove his head into the thin metal.

"Never."

*CLANG*

"Bring."

*CLANG*

"Up."

*CLANG*

"_Nikki!"_ Fred's patience broke and she screamed at him. She let go of his hair and shoved him out of his seat.. He slumped to the floor as she primped herself. Hair satisfactory, she addressed her students with a smile. "Anyone else have anything they'd like to share today?"

Silence.

"No? Okay then," She clapped her hands with a grin. "Class dismissed."

Fred was unsurprised when Amanda called her into her office. The redhead frowned at her from across the desk. "Really, Winifred?"

"Hey!" The younger snapped with a blush, "He started it!"

"You know recruits can be difficult." The woman laced her fingers together in her lap. "Perhaps we should consider having one on one sessions about your violent tendancies."

"We could," Fred smirked, "Or we could pretend this never happen and I could start over with the recruits on a one on one basis myself."

Amanda's lips twitched. Fred was unsure if it was a twitch of annoyance, rage or amusement. The redhead continued on, her voice giving away no emotion."I suppose that would be fine."

"And to be fair, that kid was an idiot anyway. He couldn't even grasp the basics of upper inner city DC slang."

After a few seconds, the adult sighed. "Just go, Winifred."

"Yes, m'am."

Instead of going home like she probably should have, Fred snuck up to Birkhoff's bat cave. He glanced at her from his computer chair. A smirk rose to his lips and he pressed a button on his keyboard. She rolled her eyes as the video from only twenty minutes prior came up on the television screen.

"So…" Seymour grinned at her. The sounds of Josh's rather vicious beating pumped through the speakers, echoing in the small space. Mockingly, he asked, "How'd it go?"

Fred glared at him. She stomped over to him and swiveled his chair around. He cocked a brow as she slid into his lap, body hunched over so her head could rest on his chest. Somewhat awkwardly, he rubbed her back. He stopped rubbing however, when she sunk her teeth into his neck.

"Uh…Fred?"

She bit him harder.

"That kinda-Fred, that kinda fucking hurts!"

The petite woman jerked back and smacked him on the chest. "So do my feelings!"

"So? You didn't have to bite me!"

"Yes I did." Her scowl lightened to a smirk as she ground her hips against his groin.

Birkhoff leaned back in his seat. "How easy do you think I am, McKellen?"

She shrugged. "Pretty freakin' easy considering the semi you're sporting."

A blush crossed his features. He shifted underneath her, but Fred didn't get up. Instead, she pressed closer to him, her lips once again finding his neck. This time it was a considerably more gentle touch. She smirked as he shuddered. Her tongue trailed up his throat. She nipped playfully at his Adam's apple when his head rolled back. A moan escaped Seymour and he grabbed her by the hips.

Fred paused, but when he ground against her encouragingly, she went back to sucking and teasing his neck. His hands slid down to her ass and he squeezed it as she ran her fingers through his shaggy hair.

"I did miss you, ya know."

Fred nodded. "I know. I missed you too."

"And I am sorry." Birkhoff moved one of his hands to her chin.

Her features flickered with something, doubt maybe, but she shrugged it off rather quickly. The man frowned at that. His thumb wiped away some of the smudged cherry red lipstick that had spread to her chin. His dark eyes searched her face and he carefully leaned in, intending to take her lips with his own.

But she pulled away. Fred chuckled bitterly. Rubbing the back of her neck, she shook her head. "Don't."

He rested a hand on her knee as it started to shake. He smoothed the silk of her stocking gently. Pressing down on it to keep it from bouncing, Birkhoff stared at her. She looked embarrassed. Maybe even a little nervous. Like she was waiting for him to throw her out of his lap. He nuzzled his brow against hers lovingly.

"Let's get out of here." Seymour carefully eased her out of his lap. "Head back to my place."

Fred hesitated a moment before nodding. She rocked on her impractically high heels. It was more a nervous gesture than a stumble, so Seymour was unconcerned. He offered her a lazy smirk that she returned with a blush.

_Damn that smirk_, she thought to herself. Her smirk grew into a smile and she wrapped her arms around his waist in a hug. "You're awesome."

"I know this." He contented himself with the warmth of her body and the press of her breasts against his chest. He gave her butt a pat. "Come on, let's go."

The woman pressed her lips to his cheek and nodded.

**A/N: Update!**


	17. Sex Finally Sex

Birkhoff's apartment was small. At the very least it was maybe half the size of her own. Fred briefly wondered why this was, but didn't think to ask.

The man didn't care to explain either. Instead, he licked his lips. "So, what'd Amanda say about your little show?"

Fred lifted a shoulder absently as she pulled the ice cream out of the freezer. She set it down next to where her black jacket had been thrown. "That I have some anger issues and need some restraint."

"She's gonna let you keep working with the recruits?" Birkhoff asked. Surprise was evident in his tone. That kind of outburst was usually discouraged…unless of course, the violence was approved of and arranged before hand.

"She said it was okay if I did some one on one counseling with them instead of the group thing." The woman kept her voice tight as she went on, "I think the psycho was just glad I asserted my place as the alpha female."

Seymour snorted and wrapped an arm around her waist. His lips were still smudged with her lipstick, but she wasn't about to tell him that. When an amused smile twitched at the petite brunette's lips, he kissed them gently. His hand went to the back of her neck, his fingers tangled in the dark strands as Fred hopped on her tiptoes. Her tongue slid along his bottom lip. His fingers tightened their hold on her, a small pleasurable spark of pain knotting her scalp as he pulled her away.

"I talked to Percy." He breathed.

Her expression went from eager to blank. "You stopped making out with me…to talk about Percy."

"Shut up, not like that!" Birkhoff's blush was so warm Fred could feel it on her own cheeks. When she giggled at him, he scoffed and pulled away. When he realized his erection was visible through his sweat pants, he went back to her. Another giggle and a harder flush.

His eyes darkened at her as he snapped, "Are you gonna let me finish or what?"

She moved to kiss him again, but he dodged it.

"He said I could have you back."

Fred blinked in surprise. "He did?"

"Yeah, I mean, I know you're kind of into your recruits, but we could always use an experienced techhead." The man shot her a lopsided grin, "'Specially one as hot as you, babe."

The brunette got very quiet and very still. Her light eyes searched his face curiously, her features too blank to read. It was a touch unsettling, and the smile slowly slid off Seymour's face. "I thought you'd be happy."

"I am, but…doesn't that mean you'd be my boss?" Her dark hair fell over his arm as she tilted her head.

He brushed it behind her ear. "I'm not gonna boss you around. Besides, even when you were one of the techies, it's not like we were exactly…professional."

"Yeah, but that was different." Fred's gaze softened almost sadly. "This_ is_ different, right?"

"Of course it is." He frowned at her. With almost absent affection, he stroked her cheek with his thumb. "I just…I know you're stoked about working with the newbs, but-"

"I want to come back."

Birkhoff features brightened. "Okay I'll talk to Amanda-"

"But I don't want to stop working with the recruits…or at least one of them. There's a girl with some real potential and-" The woman paused and let out a sigh. Her hands went to his chest. "Why didn't you ask me?"

"I figured…I figured you'd want to come back to me, I mean, the squad."

Fred smiled and cupped the hand that was touching her cheek. "I do. But there's some stuff I need to do first. Okay?"

"Okay." Birkhoff blinked, not entirely pleased with how the situation turned out, but not terribly disappointed.

The woman noticed too. Pressing her lips to his ear, she cooed, "Aw, come on, B. It's just for a little while…for now, how about we take this to the bedroom?"

"You sure you're ready for that?"

"As long as you promise to stop if I get too freaked."

He tilted his head at her with a frown. "Of course I'd stop. I'm not gonna hurt you, Win."

Fred's gaze flickered over his face. The man's features were perfectly lax and perfectly honest…if not a touch concerned. She decided to believe him. Her hand slipped into his and she led him toward the bedroom. Halfway down the hall she realized she wasn't sure which one was his and let him lead the way.

The bedroom was cluttered with clothes, computers and the odd motherboard scattered about it. The wide eyed brunette barely had time to glance around it before Birkhoff's lips were back on hers. His fingers gently tugged the white button up from the belted waist of her pencil skirt. The conservative look didn't suit her, in his opinion, and once it was out Birkhoff slipped his hands over the cool, smooth skin of her hips. Fred sighed at the touch. His palms were well calloused and warm and she gave no resistance when he led her over to the bed.

Admittedly, it was not the most graceful of trips. One of the woman's thin high heels had caught on a pair of silk boxers and they toppled; Birkhoff smacked his head against the headboard and fell hard on top of the brunette with a grunt.

"Serves you right," Fred murmured into his shirt. "It's called a hamper."

"Shut up!" Birkhoff snapped at her, pulling away to rub his injured head. As he straddled her, he blushed. "You're ruining the ambiance!"

She snickered and leaned up on her elbows. Her eyes darted around the room skeptically. "Ambiance? Really?"

He sighed. Rolling his neck on his shoulders, he stared up at the ceiling as she undid his belt. _One handed._ With a cheeky wink, he commented, "That's quite a skill."

"Mhm. You should see what I can do with my tongue."

Giving his head one last rub, Seymour pulled his shirt over his head. He threw it across the room. The woman grinned, eyes sweeping appreciatively over his bare chest and stomach. With a devious smirk, she walked her fingers up the line trail of hair that led to his belly button.

"Hey, B?"

"Uh-huh?"

She raised her brows. "You wanna come back down here?"

The hacker grinned and did as he was asked. Her fingers tangled in his shaggy hair and she kept him from laying his lips on hers. He groaned as her teeth grazed his chin, moving down his throat to suck on his collarbone. Slowly, her blunt nails ran from his hair over his bare shoulders.

"Fred…"

"Mhm?" The woman pulled back a touch to peer up at him with half-lidded blue eyes.

He brushed his nose against hers and murmured, "You're wearing too much clothes."

Swallowing thickly, Fred nodded with a tight smile. With shaking fingers, she undid the first few buttons on her blouse. Birkhoff sighed and pulled away from her once again. The look in his eyes was almost sympathetic, but the woman under him took it as pity.

"What?" She frowned at him.

He flopped down on to the bed next to her. Grabbing her, he pulled her thin form over his lap, forcing her to straddle him. With a smirk, he offered, "Why don't you be on top?"

A blush came over her features. She'd never been on top before. Well, maybe once or twice. It made her feel more in control. More confidant. Her hands braced him by the shoulders and she shifted, getting comfortable. Birkhoff fiddled with a strand of her hair as she went back to unbuttoning her shirt. This time with a considerably more steady hand. With a wry grin she tossed it on the nightstand and peered down at him with a quiet joy in her eyes.

"Better, right?"

Instead of answering, Fred grabbed his hand and put it behind her back. The man got the hint. Quickly undoing her bra, he tossed the hot pink material across the room. Sitting up a bit, Birkhoff ran his hand over the bare skin of her back as he took in the sight of her breasts.

"You're staring." She teased.

Seymour grinned impishly. "Sorry. To be fair, you've got great tits."

Fred cupped them in her hands. Tweaking her pink nipples, she agreed, "They're pretty fantastic, aren't they?"

He nodded in agreement and shoved one of her hands away. His teeth latched on to the hard nub, tongue stroking the underside of her nipple eagerly. Fred chuckled and ran a hand through his hair as he grabbed her ass. A gasp escaped her throat as he nibbled at her skin.

Feeling a swell of pride at the quiet sound, Birkhoff smirked against her skin. He pulled away and asked if she was still okay.

A quick nod and rough kiss answered him. It didn't last long, her mouth moving down to gently bite his jaw as she slipped her hand between them. Fred undid her skirt and hopped off him without explanation.

Feeling a little put out, Birkhoff frowned at her. "What's wrong?"

The woman pulled her skirt down and his breath caught in his throat at the sight of her in her black stocking and the flimsy strip of pink material she was using as underwear. Twirling a lock of dark hair around her index finger, she asked him if he was going to lose his pants.

Birkhoff could not kick them off fast enough.

With a giggle, she hopped back up on the bed. Her hand went to his cock and she kissed him as she rubbed the tip with her thumb. A low moan escaped Birkhoff lips as she pulled away. His dark eyes fluttered open just in time to watch her impale herself on his cock and the grip he had on her hips became almost painfully tight.

A weak gasp left Fred's throat as he filled her. Her hands slipped up his shoulders as she began to ride him.

It was gonna be a good night.


End file.
